Unassociated Document


    EXECUTION
      COPY

    
 

    STOCK
      PURCHASE AGREEMENT 

    
 

    BY
      AND AMONG

     

    


    CHINA
      HEALTHCARE ACQUISITION CORP.

     

    


    AND

    


    TEAMBEST
      INTERNATIONAL LIMITED

    


    


    AND

    
 

    MADAME
      WANG
      LAHUA

    


    


    AND
      

    


    


    EUROPE
      ASIA HUADU ENVIRONMENT HOLDING PTE, LTD.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      


      
        	
                RECITALS

              	
                1

              
	 	 	 	 
	
                ARTICLE
                  1 - THE ACQUISITION

              	
                1

              
	 	
                1.1

              	
                The
                  Acquisition

              	
                1

              
	 	
                1.2

              	
                Closing

              	
                1

              
	 	
                1.3

              	
                Purchase
                  Price; Closing Deliverables

              	
                1

              
	 	
                1.4

              	
                Potential
                  Purchase Price Adjustment

              	
                2

              
	 	
                1.5

              	
                Earnout

              	
                4

              
	 	 	 	 
	
                ARTICLE
                  2 - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

              	
                5

              
	 	
                2.1

              	
                Organization
                  and Qualification

              	
                5

              
	 	
                2.2

              	
                Authority;
                  Binding Agreements

              	
                5

              
	 	
                2.3

              	
                Capital
                  Stock

              	
                6

              
	 	
                2.4

              	
                Subsidiaries

              	
                6

              
	 	
                2.5

              	
                Directors,
                  Officers and Employees

              	
                7

              
	 	
                2.6

              	
                No
                  Conflicts; Approvals

              	
                7

              
	 	
                2.7

              	
                Financial
                  Statements

              	
                8

              
	 	
                2.8

              	
                Books
                  and records; Organization Documents

              	
                9

              
	 	
                2.9

              	
                Absence
                  of Changes

              	
                9

              
	 	
                2.10

              	
                No
                  Undisclosed Liabilities

              	
                11

              
	 	
                2.11

              	
                Taxes

              	
                11

              
	 	
                2.12

              	
                Legal
                  Proceedings

              	
                14

              
	 	
                2.13

              	
                Compliance
                  with Laws and Orders

              	
                14

              
	 	
                2.14

              	
                Plans;
                  ERISA

              	
                15

              
	 	
                2.15

              	
                Owned
                  Real Property

              	
                15

              
	 	
                2.16

              	
                Leased
                  Property

              	
                17

              
	 	
                2.17

              	
                Assets

              	
                17

              
	 	
                2.18

              	
                Intellectual
                  Property

              	
                18

              
	 	
                2.19

              	
                Contracts

              	
                19

              
	 	
                2.20

              	
                Insurance

              	
                21

              
	 	
                2.21

              	
                Affiliate
                  Transactions

              	
                22

              
	 	
                2.22

              	
                Employees;
                  Labor Relations

              	
                22

              
	 	
                2.23

              	
                Environmental
                  Matters

              	
                24

              
	 	
                2.24

              	
                Substantial
                  Customers and Suppliers

              	
                24

              
	 	
                2.25

              	
                Accounts
                  and Notes Receivable

              	
                24

              
	 	
                2.26

              	
                Other
                  Negotiations; Brokers; Third-Party Expenses

              	
                25

              
	 	
                2.27

              	
                Warranty
                  Obligations

              	
                25

              
	 	
                2.28

              	
                Foreign
                  Corrupt Practices Act

              	
                25

              
	 	
                2.29

              	
                Takeover
                  Statutes

              	
                25

              
	 	
                2.30

              	
                Disclosure

              	
                26

              
	 	
                2.31

              	
                Disclosure
                  of Purchaser Information

              	
                26

              
	 	
                2.32

              	
                Suitability
                  of Investment

              	
                26

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  3 - REPRESENTATIONS AND WARRANTIES OF SELLER

              	
                27

              
	 	
                3.1

              	
                Ownership
                  of Company Stock

              	
                27

              
	 	
                3.2

              	
                Binding
                  Agreements

              	
                27

              
	 	
                3.3

              	
                Non
                  Conflicts; Approvals

              	
                27

              
	 	
                3.4

              	
                Legal
                  Proceedings

              	
                28

              
	 	 	 	 
	
                ARTICLE
                  4 - REPRESENTATIONS AND WARRANTIES OF PURCHASER

              	
                28

              
	 	
                4.1

              	
                Organization

              	
                28

              
	 	
                4.2

              	
                Authority;
                  Binding Agreements

              	
                28

              
	 	
                4.3

              	
                No
                  Conflicts; Approvals

              	
                29

              
	 	
                4.4

              	
                Other
                  Negotiations; Brokers; Third-Party Expenses

              	
                29

              
	 	
                4.5

              	
                Valid
                  Issuance of Stock Consideration

              	
                30

              
	 	
                4.6

              	
                SEC
                  Reports

              	
                30

              
	 	 	 	 
	
                ARTICLE
                  5 - CONDUCT PRIOR TO CLOSING

              	
                30

              
	 	
                5.1

              	
                Conduct
                  of Business

              	
                30

              
	 	
                5.2

              	
                No
                  Solicitation

              	
                31

              
	 	 	 	 
	
                ARTICLE
                  6 - ADDITIONAL AGREEMENTS

              	
                32

              
	 	
                6.1

              	
                Access
                  to Information

              	
                32

              
	 	
                6.2

              	
                Covenant
                  Not to Compete

              	
                32

              
	 	
                6.3

              	
                Confidentiality

              	
                33

              
	 	
                6.4

              	
                Expenses

              	
                34

              
	 	
                6.5

              	
                Public
                  Disclosure

              	
                34

              
	 	
                6.6

              	
                FIRPTA
                  Compliance

              	
                34

              
	 	
                6.7

              	
                Notification
                  of Certain Matters

              	
                34

              
	 	
                6.8

              	
                Regulatory
                  and Other Authorizations; Notices and Consents

              	
                35

              
	 	
                6.9

              	
                Company
                  Information

              	
                35

              
	 	
                6.10

              	
                Interim
                  Financial Information

              	
                35

              
	 	
                6.11

              	
                Compliance
                  Confirmation

              	
                36

              
	 	
                6.12

              	
                Additional
                  Documents and Further Assurances; Cooperation

              	
                36

              
	 	
                6.13
                  

              	
                Resignation
                  of Directors

              	
                36

              
	 	
                6.14

              	
                Delivery
                  of Stock Ledger and Minute Book of the Company

              	
                36

              
	 	
                6.15

              	
                Certain
                  Tax Matters

              	
                36

              
	 	
                6.16

              	
                Tax
                  Indemnification

              	
                39

              
	 	
                6.17

              	
                General
                  Release

              	
                39

              
	 	
                6.18

              	
                Equity
                  Incentive Plan

              	
                39

              
	 	
                6.19

              	
                Waiver
                  of Claims against Trust

              	
                39

              
	 	 	 	 
	
                ARTICLE
                  7 - CONDITIONS TO CLOSING

              	
                39

              
	 	
                7.1

              	
                Conditions
                  to Obligations of Each Party to Effect the Acquisition

              	
                39

              
	 	
                7.2

              	
                Additional
                  Conditions to Obligations of Seller

              	
                40

              
	 	
                7.3

              	
                Additional
                  Conditions to the Obligations of Purchaser

              	
                40

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
        	 	 	 	 
	
                ARTICLE
                  8 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                  INDEMNIFICATION

              	
                41

              
	 	
                8.1

              	
                Survival
                  of Representations and Warranties; Indemnification

              	
                41

              
	 	
                8.2

              	
                Indemnification

              	
                42

              
	 	
                8.3

              	
                Third
                  Party Claim Indemnification Procedures

              	
                42

              
	 	
                8.4

              	
                Right
                  to Set-Off

              	
                43

              
	 	 	 	 
	
                ARTICLE
                  9 - TERMINATION, AMENDMENT AND WAIVER

              	
                44

              
	 	
                9.1

              	
                Termination

              	
                44

              
	 	
                9.2

              	
                Effect
                  of Termination

              	
                44

              
	 	
                9.3

              	
                Amendment

              	
                45

              
	 	 	 	 
	
                ARTICLE
                  10 - MISCELLANEOUS PROVISIONS

              	
                45

              
	 	
                10.1

              	
                Notices

              	
                45

              
	 	
                10.2

              	
                Entire
                  Agreement

              	
                46

              
	 	
                10.3

              	
                Further
                  Assurances; Post-Closing Cooperation

              	
                46

              
	 	
                10.4

              	
                Waiver

              	
                46

              
	 	
                10.5

              	
                Third-Party
                  Beneficiaries

              	
                46

              
	 	
                10.6

              	
                Headings

              	
                46

              
	 	
                10.7

              	
                Invalid
                  Provisions

              	
                46

              
	 	
                10.8

              	
                Governing
                  Law

              	
                47

              
	 	
                10.9

              	
                Arbitration

              	
                47

              
	 	
                10.10

              	
                Construction

              	
                48

              
	 	
                10.11

              	
                Counterparts;
                  Facsimiles

              	
                48

              
	 	
                10.12

              	
                Specific
                  Performance

              	
                48

              
	 	 	 	 
	
                ARTICLE
                  11 - DEFINITIONS

              	
                48

              
	 	
                11.1

              	
                Definitions

              	
                48

              
	 	
                11.2

              	
                Construction

              	
                57

              


      

      


      SCHEDULES

      


      ATTACHMENTS

      


      
        	
                A.

              	
                Independent
                  Auditors' Report and Financial Statements of EAHE

              	
                125

              
	 	 	 
	
                B.

              	
                Law
                  of the People’s Republic of China on Employment Contracts

              	
                145

              


      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    STOCK
      PURCHASE AGREEMENT

    


    


    This
      STOCK PURCHASE AGREEMENT, dated as of August 6, 2008, is by and among CHINA
      HEALTHCARE ACQUISITION CORP., a Delaware corporation (“Purchaser”),
      Europe Asia Huadu Environment Pte, Ltd, a Singapore company ("Company")
      and
      TeamBest International Limited, a BVI company (“TeamBest"),
      and
      MADAME WANG LAHUA, a resident of People’s Republic of China (together with
      TeamBest, the “Seller”).
      Certain capitalized terms used but not defined in the text hereof shall have
      the
      meanings ascribed to them in Section 11.1 hereof.

     

    RECITALS
      

     

    A.
       Madame
      Wang owns all of the issued and outstanding equity of TeamBest. TeamBest
      owns all of the issued and outstanding capital stock of the Company. The Company
      owns all of the outstanding equity of Europe Asia Huadu (Yixing) Environment
      Protection Co., Ltd. and Europe-Asia Huadu Environment Engineering Co., Ltd,
      each a limited liability company under the laws of the Peoples Republic of
      China.

     

    B. Purchaser
      desires to purchase and acquire from TeamBest and TeamBest desires to sell
      and
      transfer to Purchaser, all
      of
      the shares of Company Stock which are issued and outstanding immediately prior
      to the Closing for
      the
      consideration set forth herein, and upon the terms and subject to the conditions
      set forth in this Agreement and the related documents to be executed and
      delivered in connection herewith (the “Acquisition”).

     

    NOW,
      THEREFORE, in consideration of the covenants, representations and warranties
      set
      forth herein, intending to be legally bound hereby, the parties agree as
      follows:

     

    ARTICLE
      1

    THE
      ACQUISITION

     

    1.1 The
      Acquisition.
      Upon
      the terms and subject to the conditions set forth in this Agreement, at the
      Closing, Purchaser shall purchase and acquire from TeamBest, and TeamBest shall
      sell and transfer to Purchaser, all shares of Company Stock issued and
      outstanding immediately prior to the Closing for and in exchange of the Stock
      Consideration. Immediately following the Closing, Purchaser shall own all of
      the
      issued and outstanding equity and any other ownership interests of the
      Company.

     

    1.2 Closing.
      Unless
      this Agreement is earlier terminated pursuant to Section 9.1,
      the
      closing of the Acquisition (the “Closing”),
      which
      is expected to take place on or about December 15, 2008, will take place within
      three (3) Business Days following satisfaction or waiver of the conditions
      set
      forth in Article 7,
      at the
      offices of Venable
      LLP, 8010 Towers Crescent Drive, Suite 300, Vienna, Virginia 22182, unless
      another place or time is agreed to by the parties (the “Closing
      Date”). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3 Purchase
      Price; Closing Deliverables.

     

    (a) On
      the
      terms and subject to the conditions set forth in this Agreement, Purchaser
      agrees to deliver the amounts set forth in this Section 1.3(a)
      (collectively, the “Stock
      Consideration").
      The
      Stock Consideration shall be subject to adjustment after Closing in accordance
      with Section 1.4. The Stock Consideration shall be payable as
      follows:

     

    (i) Ten Million
      Five Hundred Thousand (10,500,000) shares of common stock of Purchaser (the
      “Closing
      Payment”)
      shall
      be issued to Seller at Closing by the
      Purchaser;

     

    (ii) Up
      to an
      additional Three Million Eight Hundred Thousand (3,800,000) shares of common
      stock of the Company (the “Earnout”)
      may be
      issued to Seller in separate payments after the Closing, pursuant to the terms
      and conditions of Section 1.5 hereof. Seller has agreed to distribute One
      Million Nine Hundred and Thirty Eight Thousand (1,938,000) shares of the
      Earnouts to Ms. Wang Lahua. The balance One Million Eight Hundred and Sixty
      Two
      Thousand (1,862,000) shares will be paid to the management of the Purchaser.
      

     

    (b) Additionally,
      at the Closing Purchaser shall deliver to Seller the documents and instruments
      specified in Section 7.2.

    


    (c) At
      the
      Closing Seller and the Company shall deliver or cause to be delivered to
      Purchaser the documents and instruments specified in Section 7.3, and shall
      deliver or cause to be delivered to Purchaser such additional documents as
      may
      reasonably be requested by Purchaser in order to carry out the intentions and
      purposes of this Agreement.

    


    1.4 Potential
      Purchase Price Adjustments.

     

    (a) As
      used
      herein, (1) “Closing
      Cash Balances”
means
      an amount equal to the value of all of the Company’s consolidated unrestricted
      cash and cash equivalents as of the close of business on the Closing Date;
      (2)
“Closing
      Debt”
means
      the Company’s consolidated Debt as of the Closing of business on the Closing
      Date; (3) “Closing
      Working Capital Amount”
means
      an amount equal to the value of all of the Company’s consolidated unrestricted
      cash and cash equivalents, inventory, accounts receivable, prepaid expenses
      and
      all other current assets of the Company less the consolidated current
      liabilities of the Company (including accounts payable, accrued Taxes, accrued
      expenses and prepaid revenues, and including Company Expenses, in each case
      as
      of the close of business on the Closing Date; and (4) “Closing
      Net Assets”
means
      an amount equal to the value of all of the consolidated Assets less an amount
      equal to all of the Company’s consolidated Liabilities (including consolidated
      Company Expenses, in each case as of the close of business on the Closing Date;
      as each such capitalized and underscored term in the foregoing clauses (1)
      through (4) is determined from and set forth with (i) the consolidated balance
      sheet of the Company as of the close of business on the Closing Date, as
      finalized pursuant to Section 1.4(c) or Section 1.4(d) (the “Closing
      Balance Sheet”),
      or
      (ii) the Company’s good faith estimate of the Closing Balance Sheet,
      delivered pursuant to Section 1.4(b) (the “Estimated
      Closing Balance Sheet”),
      as
      applicable.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (b) Not
      less
      than three (3) Business Days prior to the scheduled Closing Date, the Company
      will prepare and furnish to Purchaser the Estimated Closing Balance Sheet,
      which
      will be prepared in accordance with GAAP, will be in reasonable detail and
      accompanied by such other financial information and methods of calculation
      as
      may be reasonably necessary for Purchaser to evaluate the accuracy thereof,
      and
      will include estimated calculations of Closing Cash Balances, Closing Working
      Capital Amount and Closing Net Assets. The Closing Payment will be reduced
      at
      Closing by a number of shares of common stock equal to the sum of (A) any
      shortfall between the Closing Cash Balances shown on the Estimated Closing
      Balance Sheet and a target of $11,657,839, plus (B) any shortfall (not already
      counted in (A) of this sentence) between the Closing Working Capital Amount
      shown on the Estimated Closing Balance Sheet and a target of $5,000,000,
plus
      (C) any
      shortfall (not already counted in (A) or (B) of this sentence) between the
      Closing Net Assets shown on the Estimated Closing Balance Sheet and a target
      of
      $31,674,408, divided by $6.00 (such amount, the “Closing
      Payment Adjustment”).

     

    (c) Within
      ninety (90) days after the Closing, Purchaser will prepare and furnish to Seller
      a draft Closing Balance Sheet, which will be in reasonable detail and
      accompanied by such other financial information and methods of calculation
      as
      may be reasonably necessary for Seller to evaluate the accuracy thereof.
      Purchaser’s draft Closing Balance Sheet will set forth Purchaser’s calculation
      of Closing Cash Balances, Closing Debt, Closing Working Capital Amount and
      Closing Net Assets and, if applicable, Purchaser’s calculation of the Purchase
      Price adjustment required by Section 1.4(e). Seller will have a period of thirty
      (30) days after receipt of Purchaser’s draft Closing Balance Sheet to notify
      Purchaser in writing of its election to accept or reject Purchaser’s draft
      Closing Balance Sheet and any Purchase Price adjustment resulting therefrom
      (and
      in the case of a rejection, there must be included in such notice the reasons
      for rejection in reasonable detail and Seller’s calculations thereof). In the
      event no written notice is received by Purchaser during such 30-day period
      (or
      earlier upon a written notice from Seller agreeing thereto), Purchaser’s draft
      Closing Balance Sheet and the accompanying calculation of Closing Cash Balances,
      Closing Working Capital Amount, Closing Net Assets, and any Purchase Price
      adjustment resulting therefrom, will be deemed accepted by Seller and final
      and
      binding on the parties hereto.

     

    (d) In
      the
      event Seller timely rejects Purchaser’s draft Closing Balance Sheet and any
      Purchase Price Adjustment resulting therefrom, Purchaser and Seller will
      promptly (and in any event within 20 days following the date upon which
      Purchaser receives written notice from Seller that Seller rejects Purchaser’s
      draft Closing Balance Sheet) attempt to make a joint determination of the
      Closing Balance Sheet and any Purchase Price adjustment resulting therefrom.
      If
      the parties are unable to agree upon the final determination of the Closing
      Balance Sheet within such 20-day period, then
      Purchaser and Seller will submit the issues in dispute to an independent
      certified public accountant jointly chosen by Seller and Purchaser, which will
      act as the arbitrator of the issues in dispute (the “Arbitrator”).
      In
      making
      its determination, the Arbitrator will consider only those items or amounts
      in
      Purchaser’s draft Closing Balance Sheet and its calculations of Closing Cash
      Balances, Closing Working Capital Amount, Closing Net Assets and the Purchase
      Price adjustment required by Section 1.4(e) as to which Seller has disagreed.
      The determination of the Arbitrator shall be set forth in a written notice
      delivered to Purchaser and Seller by Arbitrator and will be binding and
      conclusive on the parties; provided,
      however,
      that in
      no event will the Arbitrator’s calculation of the Purchase Price adjustment
      required by Section 1.4(e) be more in favor of Purchaser than the amount
      thereof shown in Purchaser’s draft Closing Balance Sheet and its calculations of
      Closing Cash Balances, Closing Working Capital Amount, Closing Net Assets and
      the Purchase Price adjustment nor more in favor of Seller than the amount
      thereof shown in Seller’s calculation thereof delivered pursuant to
      Section 1.4(c). Purchaser and Seller will each bear 50% of the fees and
      expenses of the Arbitrator for such determination.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (e) The
      “Post-Closing
      Adjustment Amount”
shall
      be equal to the sum of (A) any shortfall between the Closing Cash Balances
      shown
      on the Closing Balance Sheet and a target of $11,657,839, plus
      (B) any
      shortfall (not already counted in (A) of this sentence) between the Closing
      Cash
      Working Capital Amount shown on the Closing Balance Sheet and a target of
      $5,000,000, plus
      (C) any
      shortfall (not already counted in (A) and (B) of this sentence) between the
      Closing Net Assets shown on the Closing Balance Sheet and a target of
      $31,674,408. If the Post-Closing Adjustment Amount is greater than the Closing
      Payment Adjustment, then the Closing Payment shall be reduced on a
      dollar-for-dollar basis by the amount of such difference divided by $6.00,
      and
      if the Closing Payment Adjustment is greater than the Post-Closing Adjustment
      Amount, then the Closing Payment shall be increased on a dollar-for-dollar
      basis
      by the amount of such difference divided by $6.00. The amount of any negative
      Closing Payment adjustment will be paid by Seller to the Purchaser (and Seller
      shall be responsible for such payment), and the amount of any positive Closing
      Payment adjustment will be paid by Purchaser to Seller, in either case within
      three (3) Business Days after the final determination thereof.

     

    1.5 Earnout.

     

    (a) Subject
      to Section 1.6, the Earnout may be paid to Seller in separate payments based
      on
      the Company’s Net Income during the Earnout Periods following the Closing. For
      purposes hereof, (1) "Net
      Income"
      means
      the Company’s consolidated net income determined in accordance with GAAP, (2)
“The
      First Earnout Period”
means
      the period that begins after the Closing Date and ends on December 31, 2008,
      (3)
      "The
      Second Earnout Period"
      means
      the year commencing January 1, 2009 through December 31, 2009, and (4)
      "The
      Third Earnout Period"
      means
      the year commencing January 1, 2010 through December 31, 2010.

    


    (b) Subject
      to Section 1.5(c):

    


    (1)
      Seller shall be entitled to an Earnout payment of One Million Two Hundred
      Thousand (1,200,000) shares of common stock of the Company if Net Income for
      the
      First Earnout Period exceeds Twelve Million Dollars ($12,000,000) for the year
      ended December 31, 2008.

    


    (2)
      Seller shall be entitled to an additional Earnout payment of One Million Three
      Hundred Thousand (1,300,000) shares of common stock of the Company if Net Income
      for the Second Earnout Period exceeds Sixteen Million Dollars ($16,000,000)
      for
      the year ended December 31, 2009.

    


    (3)
      Seller shall be entitled to an additional Earnout payment of One Million Three
      Hundred Thousand (1,300,000) shares of common stock of the Company if Net Income
      for the Third Earnout Period exceeds Twenty Million Dollars ($20,000,000) for
      the year ended December 31, 2010. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    ;
      provided, however, that if Net Income for the First Earnout Period does not
      exceed $12,000,000 Seller will be entitled to the Earnout payment for such
      period if cumulative Net Income for the First Earnout Period and Second Earnout
      Period exceeds $28,000,000 or if cumulative Net Income for the First and Second
      Earnout Periods does not exceed $28,000,000, then if the cumulative Net Income
      for First, Second and Third Earnout Periods exceeds $48,000,000; further
      provided if Net Income for the Second Earnout Period does not exceed
      $16,000,000, Seller will be entitled to the Earnout payment for such period
      if
      cumulative Net Income for the Second Earnout Period and Third Earnout Period
      exceeds $36,000,000.

    


    (c) Purchaser
      will prepare and furnish to Seller in writing within sixty (60) days following
      the end of such Earnout Period Purchaser’s calculation of Net Income and the
      amount of any Earnout payment for such Earnout Period to which Seller is
      entitled pursuant to Section 1.5(b) (each such writing, an “Earnout
      Proposal”).
      Each
      Earnout Proposal will be in reasonable detail and accompanied by such other
      financial information and methods of calculation as may be reasonably necessary
      for Seller to evaluate the accuracy thereof. Seller will have a period of thirty
      (30) days after receipt of Purchaser’s Earnout Proposal to notify Purchaser in
      writing of its election to accept or reject Purchaser’s Earnout Proposal (and in
      the case of a rejection, there must be included in such notice the reasons
      for
      rejection in reasonable detail and Seller’s calculations thereof). In the event
      no written notice is received by Purchaser during such 30-day period (or earlier
      upon a written notice from Seller agreeing thereto), Purchaser’s Earnout
      Proposal will be deemed accepted by Seller and final and binding on the parties
      hereto. The procedures and timeframes established pursuant to
      Section 1.4(d) shall apply in the event that Seller timely rejects
      Purchaser’s Earnout Proposal.

    


    (d) the
      amount of any Earnout payment finally determined pursuant to Section 1.5(c)
      will be paid by Purchaser to Seller within three (3) Business Days after such
      determination.

     

    ARTICLE
      2

    REPRESENTATIONS
      AND WARRANTIES OF THE
      COMPANY

     

    The
      Company and Seller hereby represent and warrant to Purchaser
      as
      follows:

     

    2.1  Organization
      and Qualification.
      The
      Company is a Singapore holding company duly organized, validly existing and
      in
      good standing under the Laws of Singapore and has full corporate power and
      authority to conduct the Business as now conducted and to own, use, license
      and
      lease the Assets. The Company is duly qualified, licensed or admitted to do
      business and is in good standing as a foreign corporation in each jurisdiction
      in which the ownership, use, licensing or leasing of the Assets, or the conduct
      or nature of the Business, makes such qualification, licensing or admission
      necessary, except for such failures to be so duly qualified, licensed or
      admitted and in good standing that would not reasonably be expected to have
      a
      Material Adverse Effect. Schedule
      2.1
      attached
      hereto sets forth each jurisdiction where the Company is so qualified, licensed
      or admitted to do business as a foreign corporation.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    2.2  Authority;
      Binding Agreements.
      The
      Company has full corporate power and authority to execute and deliver this
      Agreement and any other agreements which are attached (or forms of which are
      attached) as exhibits hereto (the “Ancillary
      Agreements”)
      to
      which the Company is or will become a party, to perform its obligations
      hereunder and thereunder and to consummate the transactions contemplated hereby
      and thereby. The execution and delivery by the Company of this Agreement and
      the
      Ancillary Agreements to which the Company is or will become a party, the
      consummation by the Company of the transactions contemplated hereby and thereby,
      and the performance by the Company of its obligations hereunder and thereunder,
      have been duly and validly authorized by all necessary corporate action of
      the
      Company, and no other corporate action on the part of the Company is required
      to
      authorize the execution, delivery and performance of this Agreement and the
      Ancillary Agreements to which the Company is or will become a party, or the
      consummation by the Company of the transactions contemplated hereby and thereby.
      This Agreement and the Ancillary Agreements to which the Company is or will
      become a party have been or will be, as applicable, duly and validly executed
      and delivered by the Company and, a constitute or will upon execution and
      delivery constitute, as applicable, a legal, valid and binding obligation of
      the
      Company enforceable against the Company in accordance with its respective terms,
      except as the enforceability thereof may be limited by bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium or other similar Laws relating
      to the enforcement of creditors’ rights generally and by general principles of
      equity.

     

    2.3  Capital
      Stock.

     

    (a)  The
      authorized capital stock of the Company consists of
      100
      shares of stock (the “Company
      Stock”),
      two
      of which shares of Company
      Stock are issued and outstanding. All of the issued and outstanding shares
      of
      Company Stock are validly issued, fully paid and non-assessable, have
      not
      been issued in violation of any federal or state securities Laws,
      and are
      owned beneficially and of record by TeamBest.

     

    (b)  No
      Company Stock has been issued subject to a repurchase option or buy-back
      agreement on the part of the Company.

     

    (c)  There
      are
      no outstanding Company Options or other Equity Equivalents or any agreements,
      arrangements or understandings to which the Company is a party (written or
      oral)
      to issue any Company Options or other Equity Equivalents. There is no stock
      plan
      of the Company or Seller or any of their respective Affiliates pursuant to
      which
      Company Options or other Equity Equivalents are issued and outstanding or are
      available for issuance.

     

    (d)  There
      are
      no preemptive rights or agreements, arrangements or understandings to issue
      preemptive rights with respect to the issuance or sale of Company Stock created
      by statute, the articles of incorporation or bylaws of the Company, or any
      agreement or other arrangement to which the Company is a party (written or
      oral)
      or to which it is bound, and there are no agreements, arrangements or
      understandings to which the Company is a party (written or oral) pursuant to
      which the Company has the right to elect to satisfy any Liability by issuing
      Company Stock or Equity Equivalents. No shares of Company Stock have been issued
      in violation of any preemptive or similar rights, including rights of first
      refusal or first offer.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (e)  The
      Company is not a party or subject to any agreement, arrangement or
      understanding, and there is no agreement, arrangement or understanding between
      or among any Persons which affects, restricts or relates to voting, giving
      of
      written consents, dividend rights or transferability of shares with respect
      to
      Company Stock, including any voting trust agreement or proxy.

     

    2.4  Subsidiaries.

     

    (a) The
      Company owns no subsidiaries other than Europe-Asia Huadu (Yixing) Environment
      Protection Co., Ltd. ("Direct Sub") which wholly owns Europe-Asia Huadu
      Environment Engineering Co. Ltd. ("Indirect
      Sub"
      and
      with Direct Sub, the "Subsidiaries"
      and
      individually, a "Subsidiary").
      The
      Company owns all of the outstanding capital stock of the Direct Sub and Direct
      Sub owns all of the outstanding capital stock of Indirect Sub.

     

    (b) There
      are
      no outstanding options or securities, which by their terms, are or may be
      exercisable, convertible or exchangeable for or into common stock, preferred
      stock or other securities of a Subsidiary and there is no stock plan pursuant
      to
      which such option or securities are issued and outstanding or are available
      for
      issuance.

     

    (c) There
      are
      no preemptive rights or agreements, arrangements or understandings to issue
      preemptive rights with respect to the issuance or sale of capital stock or
      securities of the Subsidiaries created by statute, articles of organization,
      agreement or other arrangement to which either Subsidiary is a party (written
      or
      oral) or to which either Subsidiary is bound, and there are no agreements,
      arrangements or understandings to which a Subsidiary is a party (written or
      oral) pursuant to which such Subsidiary has the right to elect to satisfy any
      liability by issuing its capital stock or securities. No shares of capital
      stock
      or securities of a Subsidiary have been issued in violation of any preemptive
      or
      similar rights, including rights of first refusal or first offer.

     

    (d) No
      Subsidiary is a party or subject to any agreement, arrangement or understanding,
      and there is no agreement, arrangement or understanding between or among Person
      which affects, restricts or relates to voting, giving of written consents,
      dividend rights or transferability of shares of capital stock or securities
      of a
      Subsidiary, including any voting trust agreement or proxy.

     

    2.5  Directors,
      Officers and Employees.
      The
      names of each director and officer of the Company on the date hereof, and his
      or
      her position with the Company are listed in Schedule 2.5
      attached
      hereto. No claims for indemnification by any current or former director, officer
      or other employee of the Company are currently outstanding, and no basis exists
      for any such claim for indemnification.

     

    2.6  No
      Conflicts; Approvals.
      The
      execution and delivery by the Company of this Agreement and the Ancillary
      Agreements to which the Company is or
      will
      be a
      party
      does not and will not upon execution and delivery, and the performance by the
      Company of its obligations under this Agreement and the Ancillary Agreements
      to
      which the Company is
      or will
      be
      a party
      and the consummation of the transactions contemplated hereby and thereby do
      not
      and will not:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (a)  conflict
      with or result in a violation or breach of any of the terms, conditions or
      provisions of the articles of incorporation or bylaws of the Company or
      Subsidiary;

     

    (b)  subject
      to obtaining or making the Approvals disclosed in Schedule
      2.6(c),
      if any,
      result in a violation or breach of, or a conflict with, any Law or Order
      applicable to the Company or any of the Assets or any Subsidiary or its Assets;
      

     

    (c)  except
      as
      disclosed in Schedule
      2.6(c)
      attached
      hereto, (i) result in a violation or breach of or conflict with, (ii) constitute
      a default (or an event that, with or without notice or lapse of time or both,
      would constitute a default) under, (iii) require the Company or any Subsidiary
      to obtain or make any Approval to any Person as a result or under the terms
      of,
      (iv) result in or give to any Person any right of termination, cancellation,
      acceleration or modification in or with respect to, (v) result in or give to
      any
      Person any additional rights or entitlement to increased, additional,
      accelerated or guaranteed payments or performance under, (vi) result in the
      creation or imposition of (or the obligation to create or impose) any Lien
      upon
      the Company or a Subsidiary or any of their respective Assets under or (vii)
      result in the loss of any benefit under, any of the terms, conditions or
      provisions of any Contract or License to which the Company or a Subsidiary
      is a
      party or by which any of their respective Assets are bound;
      or

     

    (d)  the
      Company has received all required approvals from the Minister of Finance and
      Commerce (MOFCOM) of the People's Republic of China to own and operate its
      Subsidiaries and the transactions contemplated by this Agreement that will
      not
      conflict with such approvals or require any further approvals from
      MOFCOM.

     

    Subject
      to obtaining or making the Approvals disclosed in Schedule
      2.6(c),
      no
      Approval is required to be obtained from or made with any Governmental or
      Regulatory Authority by the Company or Subsidiary in connection with the
      execution and delivery by the Company of this Agreement and the Ancillary
      Agreements to which the Company is or will be a party, and the performance
      by
      the Company of its obligations under this Agreement and the Ancillary Agreements
      to which the Company is or will be a party and the consummation of the
      transactions contemplated hereby and thereby.

     

    2.7  Financial
      Statements.
      

     

    (a) Schedule
      2.7
      attached
      hereto sets forth (a) the unaudited consolidated balance sheet of the Direct
      Sub
      as of June 30, 2008 and the related consolidated statement
      of operations and consolidated statement of cash flows for the six
      (6)
      months then ended, and (b) the audited consolidated balance sheet of the Direct
      Sub as of December 31, 2007, and December 31, 2006, and the related consolidated
      statement of operations and consolidated statement of cash flows for the fiscal
      years then ended prepared
      in accordance with US GAAP (" --Audited
      -Financial
      Statements and
      with
      the unaudited financial statements the "Financial
      Statements").
      The
      Financial Statements are complete and correct in all material respects, are
      in
      accordance with the Books and Records of the Direct Sub and present fairly,
      in
      all material respects, the financial condition and operating results of the
      Direct Sub as of the dates and during the periods indicated
      therein.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    (b) At
      the
      time of the execution and delivery of this Agreement, the Company, at its
      expense, shall prepare consolidated balance sheets as of December 31, 2007
      and
      2006 and related consolidated statements of operations and consolidated
      statements of cash flows for each of the years then ended in accordance with
      GAAP. Such consolidated financial statements shall have been audited by a
      certified independent accountant ("Accountant")
      registered with the U.S. Public Company Accounting Oversight Board and shall
      include an unqualified report of such Accountants thereon. At the time of the
      execution and delivery of this Agreement, the Company, at its expense, shall
      prepare a consolidated balance sheet for the six months ended June 30, 2008
      and
      a consolidated statement of operations and consolidated statement of cash flow
      for the six months then ended which shall be reviewed by the Accountants and
      the
      Company shall prepare and have reviewed by the Accountants a consolidated
      balance sheet, statement of operations and statement of cash flows for each
      quarter and cumulative year to date period thereafter. The financial statements
      described in this Section 2.7(b)
      are the
      "Company
      Financial Statements."
      The
      Company Financial Statements shall be delivered to Purchaser no later than
      thirty (30) days after the date of this Agreement. The Company Financial
      Statements will be prepared in accordance with the applicable requirements
      of
      Regulation S-X promulgated pursuant to the U.S. Securities Exchange Act of
      1934,
      as amended, complete and correct in all material respects, in accordance with
      the Books and Records of the Company and will present fairly, in all material
      respects, the financial condition and operating of the Company on a consolidated
      basis as of the dates and during the periods indicated therein. The Company
      shall use its best efforts to cause Accountants to provide their consents to
      the
      inclusion of this report on the Company Financial Statements in the filings
      required to be made by the Purchaser with the U.S. Securities and Exchange
      Commission in connection with the transactions contemplated by this
      Agreement.

     

    2.8  Books
      and Records; Organizational Documents.
      Copies
      of the minute books and stock record books of the Company and its Subsidiaries
      (a) have been provided or made available to Purchaser or its counsel prior
      to
      the execution of this Agreement, and (b) are complete and correct. Such minute
      books contain a true and complete record of actions taken at meetings and by
      all
      written consents in lieu of meetings of the directors, stockholders and
      committees of the board of directors of the Company from the date of the
      incorporation through the date hereof.

     

    2.9  Absence
      of Changes.
      Since
      December 31, 2007, except as set forth in Schedule
      2.9,
      there
      has not been any event which has had or is reasonably expected to have any
      Material Adverse Effect.
      Without
      limiting the generality of the foregoing sentence, and except as set forth
      on
Schedule
      2.9,
      since
      December 31, 2007:

     

    (a)  Neither
      the Company nor any Subsidiary has entered into any Contract or License (other
      than with Purchaser or its Affiliates), commitment or transaction or incurred
      any Liabilities outside of the ordinary course of business;

     

    (b)  Neither
      the Company nor any Subsidiary has entered into any strategic alliance, joint
      development or joint marketing Contract;

     

    (c)  There
      has
      not been any amendment or other modification (or agreement to do so) or
      violation of the terms of, any of the Contracts set forth or described in
Schedule 2.18(a);

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    (d)  Neither
      the Company nor any Subsidiary has entered into any transaction with any
      officer, director, stockholder, Affiliate or Associate of the Company or
      Subsidiary, other than pursuant to any Contract disclosed to Purchaser pursuant
      to Schedule
      2.21(a)
      or other
      than pursuant to any Contract of employment listed pursuant to Schedule 2.l9(a);

     

    (e)  Neither
      the Company nor any Subsidiary has entered into or amended any Contract or
      License pursuant to which any other Person is granted production, marketing,
      distribution, licensing or similar rights of any type or scope with respect
      to
      any products or services of the Company or Subsidiary or Company Intellectual
      Property, other than as contemplated by the Contracts and Licenses disclosed
      in
Schedule 2.19(a);

     

    (f)  No
      Action
      or Proceeding has been commenced or, to the knowledge of Seller and/or the
      Company, has been threatened, by or against the Company or
      Subsidiary;

     

    (g)  The
      Company has not declared or set aside or paid any dividends on or made any
      other
      distributions (whether in cash, stock or property) in respect of any Company
      Stock or Equity Equivalents, or effected or approved any split, combination
      or
      reclassification of any Company Stock or Equity Equivalents, or issued or
      authorized the issuance of any other securities in respect of, in lieu of or
      in
      substitution for shares of Company Stock or Equity Equivalents, or repurchased,
      redeemed or otherwise acquired, directly or indirectly, any shares of Company
      Stock or Equity Equivalents;

     

    (h)  (1)
      The
      Company has not issued, granted, delivered, sold or authorized or proposed
      to
      issue, grant, deliver or sell, or purchased or proposed to purchase, any shares
      of Company Stock or Equity Equivalents, (2) the Company has not modified or
      amended the rights of any holder of any outstanding shares of Company Stock
      or
      Equity Equivalents, and (3) there have not been any agreements, arrangements,
      plans or understandings obligating the Company to make any such modification
      or
      amendment;

     

    (i)  There
      has
      not been any amendment to the Company’s articles of incorporation or
      bylaws;

     

    (j)  There
      has
      not been any transfer (by way of a Contract, License or otherwise) to any Person
      of rights to any Company Intellectual Property, and the Company has used its
      best efforts to secure all Company Intellectual Property from unauthorized
      disclosure or removal from the Company premises by the Company personnel or
      contractors or any other persons or entities;

     

    (k)  Neither
      the Company nor any Subsidiary has made or agreed to make any disposition or
      sale of, waiver of rights to, license or lease of, or incurrence of any Lien
      on,
      any of the Assets, other than dispositions of inventory, or nonexclusive
      licenses of assets or properties in the ordinary course of business of the
      Company or such Subsidiary;

     

    (l)  Neither
      the Company nor any Subsidiary has made or agreed to make any purchase of any
      assets or properties of any Person other than (i) acquisitions of inventory,
      or
      licenses of assets or properties, in the ordinary course of business of the
      Company or such Subsidiary, and (ii) other acquisitions in an amount not
      exceeding Fifty Thousand Dollars ($50,000) in the case of any individual item
      or
      One Hundred Thousand Dollars ($100,000) in the aggregate;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    (m)  Neither
      the Company nor any Subsidiary has made or agreed to make any capital
      expenditures or commitments for additions to property, plant or equipment of
      the
      Company or of such Subsidiary constituting capital assets in the aggregate
      in an
      amount exceeding One Hundred Thousand Dollars ($100,000);

     

    (n)  Neither
      the Company nor any Subsidiary has made or agreed to make any write-off or
      write-down, any determination to write off or write-down, or revalue, any of
      the
      Assets, or change any reserves or Liabilities associated therewith, in the
      aggregate in an amount exceeding Fifty Thousand Dollars ($50,000);

     

    (o)  Neither
      the Company nor any Subsidiary has made or agreed to make payment, discharge
      or
      satisfaction, in an amount in excess of Ten Thousand Dollars ($10,000), in
      any
      one case, or Fifty Thousand Dollars ($50,000) in the aggregate, of any claim,
      Liability or obligation (whether absolute, accrued, asserted or unasserted,
      contingent or otherwise), other than the payment, discharge or satisfaction
      in
      the ordinary course of business of Liabilities reflected or reserved against
      in
      Audited Financial Statements and other than Liabilities incurred in the ordinary
      course of business since December 31, 2007;

     

    (p)  Neither
      the Company nor any Subsidiary has failed to pay or otherwise satisfy any
      Liabilities presently due and payable by the Company or such
      Subsidiary;

     

    (q)  Neither
      the Company nor any Subsidiary has incurred any Debt or guaranteed any Debt
      of
      any other Person, or has issued or sold any debt securities or guaranteed any
      debt securities of others;

     

    (r)  Neither
      the Company nor any Subsidiary has granted any severance or termination pay
      to
      any director, officer, employee or consultant
      of the
      Company or of such Subsidiary;

     

    (s)  Neither
      the Company nor any Subsidiary has (i) granted or approved any increase in
      salary, rate of commissions, rate of consulting fees or any other compensation
      of any current or former officer, director, stockholder, employee, independent
      contractor or consultant of the Company or such Subsidiary, or (ii) paid or
      agreed or made any commitment to pay any discretionary or stay
      bonus;

     

    (t)  Neither
      the Company nor any Subsidiary has paid or approved the payment of any
      consideration of any nature whatsoever (other than salary, commissions or
      consulting fees and customary benefits paid to any current or former officer,
      director, stockholder, employee or consultant of the Company in
      the
      ordinary course of business)
      to any
      current or former officer, director, stockholder, employee, independent
      contractor or consultant;

     

    (u)  Neither
      the Company nor any Subsidiary has adopted, entered into, amended, modified
      or
      terminated (partially or completely) any Plan;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (v)  The
      Company has not made any change in accounting policies, principles, methods,
      practices or procedures (including for bad debts, allocation of corporate
      expenses, contingent liabilities or otherwise, respecting capitalization or
      expense of research and development expenditures, depreciation or amortization
      rates or timing of recognition of income and expense);

     

    (w)  Neither
      the Company nor any Subsidiary has commenced or terminated, or made any material
      change in, any line of business;

     

    (x)  There
      has
      been no physical damage, destruction or other casualty loss (whether or not
      covered by insurance) affecting any of the real or personal property or
      Equipment of the Company or Subsidiary in the aggregate in an amount exceeding
      Fifty Thousand Dollars ($50,000); and

     

    (y)  Neither
      the Company, nor any of its Subsidiaries nor Seller has entered into or approved
      any contract, arrangement or understanding to do, engage in or cause or having
      the effect of any of the foregoing by the Company or such Subsidiary, including
      with respect to any Business Combination not otherwise restricted by the
      foregoing paragraphs.

     

    2.10  No
      Undisclosed Liabilities.
      Except
      as reflected or reserved against in the Audited Financial Statements or as
      disclosed in Schedule
      2.10,
      there
      are no Liabilities of the Company or Subsidiaries or affecting any of the
      Assets
      or the
      Business.

     

    2.11  Taxes.
      Except
      as set forth on Schedule
      2.11:

     

    (a)  The
      Company and its Subsidiaries have properly prepared and timely filed all Tax
      Returns required to be filed. All such Tax Returns are true, correct and
      complete in all material respects. All Taxes owed by the Company or a Subsidiary
      (whether or not shown on any Tax Return) have been paid except for Taxes not
      yet
      due. Neither the Company nor any Subsidiary is currently the beneficiary of
      any
      extension of time within which to file any Tax Return. Neither the Company
      nor
      any Subsidiary has received any notice of Tax deficiency or additional
      assessment from any Governmental or Regulatory Authority with respect to
      Liabilities for Taxes payable by the Company or such Subsidiary that has not
      been fully paid or finally settled. No claim has ever been made by any
      Governmental or Regulatory Authority in any jurisdiction where the Company
      does
      not file Tax Returns that the Company is or may be subject to taxation by that
      jurisdiction. There are no Liens with respect to Taxes on any of the
      Assets.

     

    (b)  The
      Company and each Subsidiary have withheld and paid all Taxes required to have
      been withheld and paid in connection with amounts paid or owing to or on behalf
      of any employee, independent contractor, creditor, stockholder or other third
      party (including any nonresident alien or foreign corporation pursuant to
      Sections 1441 and 1442 of the Internal Revenue Code or similar provisions under
      any foreign Tax laws),
      and
      all Forms W-2 and 1099 required with respect thereto have been properly
      completed and timely filed.

     

    (c)  No
      shareholder, director or officer (or employee responsible for Tax matters)
      of
      the Company expects or
      has
      reason to expect
      any
      Governmental or Regulatory Authority to assess any additional Taxes for any
      period for which Tax Returns have been filed. There are no disputes pending
      in
      respect of, or claims asserted by a Governmental or Regulatory Authority for
      Taxes for which the Company or a Subsidiary may be liable, nor are there any
      pending, or, to the knowledge of Seller and/or the Company, threatened (whether
      orally or in writing), audits, investigations or outstanding matters under
      discussion with any Governmental or Regulatory Authority with respect to the
      Taxes for which the Company or a Subsidiary may be liable.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    (d)  Schedule
      2.11(d)
      lists
      all federal, state, local, and foreign income or franchise Tax Returns
and
      material Tax elections filed
      with respect to the Company and its Subsidiaries filed since
      January 1, 2005,
      indicates those Tax Returns that have been audited, and indicates those Tax
      Returns that currently are the subject of audit. Neither the Company nor any
      Subsidiary has waived any statute of limitations in respect of Taxes or agreed
      to any extension of time with respect to a Tax assessment or
      deficiency.

     

    (e)   The
      Company is not a party to or bound by (and will not prior to the Closing become
      a party to or bound by) any Tax indemnity, Tax allocation, Tax sharing or gain
      recognition agreement (whether written, unwritten or arising under operation
      of
      federal Law as a result of being a member of a group filing consolidated Tax
      Returns (other than a group the common parent of which is or was the Company),
      under operation of state Laws as a result of being a member of a unitary group,
      or under comparable Laws of other states or foreign jurisdictions). The Company
      has not been, and will not be, required to include any item of income in, or
      exclude any item of deduction from, taxable income for any Tax period (or
      portion thereof) ending on or after the Closing Date as a result of (A) any
      change in method of accounting for a Tax period ending on or prior to the
      Closing Date under Section 481 of the Internal Revenue Code (or any
      corresponding or similar provision of state, local or foreign income Tax Law);
      (B) any “closing agreement” as described in Section 7121 of the
      Internal Revenue Code (or any corresponding or similar provision of state,
      local
      or foreign income Tax Law); (C) any deferred inter-Company gain or any
      excess loss account described in the Treasury Regulations under
      Section 1502 of the Internal Revenue Code (or any corresponding or similar
      provision of state, local or foreign income Tax Law); (D) any installment
      sale or open transaction disposition made on or prior to the Closing Date;
      (E)any prepaid amount received on or prior to the Closing Date; or (F) the
      application of Section 263A of the Internal Revenue Code (or any
      corresponding or similar provision of state, local or foreign income Tax Law)
      with respect to a Tax period ending on or prior to the Closing
      Date.

     

    (f)  The
      Company (A) has never been a member of an “affiliated group” (within the
      meaning of Section 1504(a) of the Internal Revenue Code) filing a
      consolidated federal income Tax Return, and (B) has no Liability for the
      Taxes of any Person other than the Company (i) under Treasury
      Regulation §1.1502-6 (or any similar provision of state, local or foreign
      Law), (ii) as a transferee or successor, (iii) by Contract, or
      (iv) otherwise.

     

    (g)  The
      Company has not made any payments, is not obligated to make any payments, and
      is
      not a party to any Contract, agreement or arrangement covering any current
      or
      former employee or consultant of the Company that under certain circumstances
      could require it to make or give rise to any payments that are not fully
      deductible as a result of the provisions set forth in Section 280G of the
      Internal Revenue Code or the Treasury Regulations thereunder (or any
      corresponding provisions of state, local or foreign Tax Law) or would result
      in
      an excise Tax to the recipient of any such payment under Section 4999 of
      the Internal Revenue Code. The Company has no liability for the Taxes of any
      other person either as a transferee under Section 6901 of the Internal Revenue
      Code, or any similar provision of state, local or foreign law, as a successor,
      or by contract or otherwise.

     

    
      
        
        

      

      
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    (h)  None
      of
      the Company’s Liabilities is an obligation to make a payment that is not
      deductible under Section 280G of the Internal Revenue Code.

     

    (i)  The
      unpaid Taxes of the Company or Subsidiaries (A) did not, as of the most
      recent fiscal month end, exceed the reserve for Tax Liabilities (rather than
      any
      reserve for deferred Taxes established to reflect timing differences between
      book and Tax income) set forth on the face of the most recent balance sheet
      (rather than in any notes thereto) and (B) do not exceed that reserve as
      adjusted for the passage of time through the Closing Date in accordance with
      the
      past custom and practice of the Company in filing its Tax Returns or the
      Subsidiaries' Tax Returns.

     

    (j)  Neither
      the Company nor any Subsidiary is a party to or bound by any written ruling
      or
      agreement, or to the knowledge of Seller and/or the Company any other agreement,
      with any Governmental or Regulatory Authority which would have continuing effect
      in any Tax period of the Company or such Subsidiary for which a Tax Return
      has
      not yet been filed.

     

    (k)  Neither
      the Company nor any Subsidiary has
      been a
      United States real property holding corporation within the meaning of Section
      897(c)(2) of the Internal Revenue Code during the applicable period specified
      in
      Section 897(c)(1)(A)(ii) of the Code,
      and
      neither the Company nor any Subsidiary has participated in an international
      boycott within the meaning of Section 999 of the Internal Revenue Code.


     

    (l)  The
      Company is not party to any joint venture, partnership, or other arrangement
      or
      contract that would be treated as a partnership for federal income Tax
      purposes.

     

    2.12  Legal
      Proceedings.
      Except
      as set forth in Schedule
      2.12:

     

    
      
        
        

      

      
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    (a)  there
      are
      no Actions or Proceedings pending or, to the knowledge of Seller and/or the
      Company, threatened, against or adversely affecting the Company, the
      Subsidiaries or any of the Assets or the Business;

     

    (b)  there
      are
      no Orders outstanding against or adversely affecting the Company, the
      Subsidiaries or any of the Assets or the Business; and

     

    (c)  there
      are
      no facts or circumstances known to Seller and/or the Company that would
      reasonably be expected to give rise to any Action or Proceeding against or
      adversely affecting the Company, the Subsidiaries or any of the Assets or the
      Business.

     

    Schedule
      2.12
      sets
      forth all Actions or Proceedings against or affecting, or, to the knowledge
      of
      Seller and/or the Company, threatened against or adversely affecting the
      Company, the Subsidiaries or any of the Assets or the Business during the
      three-year period prior to the date of this Agreement.

     

    2.13  Compliance
      with Laws and Orders.
      

     

    (a)  The
      operation of the Business as currently conducted does not violate any Law or
      Order applicable to the Company, a Subsidiary or any of the Assets, nor does
      it
      constitute unfair competition or deceptive or unfair trade practices, or the
      unauthorized practice of law, under any Law. Neither the Company nor any
      Subsidiary or any of their directors, officers, Affiliates, agents or employees
      has violated or is currently in default or violation under, any Law or Order
      applicable to the Company, such Subsidiary or any of the Assets,
      including any Law with respect to unfair competition, unfair trade practices,
      or
      the unauthorized practice of law.
      Neither
      Seller
      nor the Company is aware of any claim of violation, or of any actual violation,
      of any such Laws and Orders by the Company or any Subsidiary. 

     

    (b)  The
      Company and each Subsidiary has all Permits required by any Law or any
      Governmental or Regulatory Authority for the conduct of the Company’s or such
      Subsidiary’s business as presently conducted. Each of such Permits is in full
      force and effect and the Company and each such Subsidiary is in compliance
      with
      the terms and requirements thereof, and no such Permit is subject to any
      conditions or limitations other than those applicable to permits of that kind
      generally. All Permits of the Company and each Subsidiary are listed on
Schedule 2.13
      (the
“Company’s
      Permits”)
      and
      the Company has made available to Purchaser a true and correct copy of each
      such
      Permit. No loss or expiration of any Permit is pending or, to the knowledge
      of
      Seller and/or the Company, threatened (including as a result of the transactions
      contemplated hereby) other than expiration in accordance with the terms thereof,
      which terms do not expire as a result of the consummation of the transactions
      contemplated hereby and which terms, except as set forth on Schedule 2.13,
      do not
      expire within ninety (90) days from the date hereof.

     

    2.14  Plans;
      ERISA.

     

    (a)  The
      U.S.
      Employee Retirement Income Securities Act of 1974 as amended, and the rules
      and
      the regulations promulgated thereunder does not apply to the
      Company.

     

    (b)  The
      Company has no employee in Singapore under 2.14(b). The PRC Labor Laws are
      attached to this agreement and the Subsidiaries are in compliance with such
      Labor Laws. 

     

    (c)  During
      the three (3)-year period prior to the date hereof, other than statutory social
      insurance plans operated under the Laws of the PRC or any statutory employee
      benefits under the Laws of the PRC, none of the Subsidiaries provides or is
      obligated to provide any retirement, social insurance, life insurance, medical,
      dental or other welfare benefits provided on ill-health, injury, death
      disability or on termination of employment (whether voluntary or involuntary)
      to
      any current or former employees, officers, consultants, independent contractors
      or agents of the Subsidiaries. Except as otherwise disclosed in Schedule
      2.14(c), none of the Subsidiaries is a party to or is bound by any currently
      effective deferred compensation agreement, bonus plan, incentive plan, profit
      sharing plan, retirement agreement, vacation, hospitalization, medical or other
      plan, policy, trust or arrangement or other employee compensation agreement
      (other than those statutorily required under the laws of the PRC). Each of
      the
      Subsidiaries has complied with all applicable Laws relating to any of the Plans,
      all such contributions and payments required to be made by any employees of
      the
      Subsidiaries with respect to the employee benefits have been fully deducted
      and
      paid to the relevant Governmental Authority, and no such deductions have been
      challenged or disallowed by any Governmental Authority or any employee of any
      Subsidiary.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

      

        2.15       Owned
          Real Property.
          

      

    

     

    (a) Schedule
      2.15(a) contains a true and complete list of all real property owned by the
      Company or its Subsidiaries (“Real Property”). All buildings, structures,
      improvements, fixtures, facilities, equipment, all components of all buildings,
      structures and other improvements included within the Real Property, including,
      but not limited to, the roofs and structural elements thereof and the heating,
      ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste
      water, storm water, paving and parking equipment, systems and facilities
      included therein conform in all material respects to all applicable Laws of
      every Governmental Authority having jurisdiction over any of the Real Property,
      and every instrumentality or agency thereof. There are no unsatisfied requests
      for any repairs, restorations or improvements to the Real Property from any
      Governmental Authority. There are no outstanding Contracts made by the Company
      or Subsidiary for any improvements to the Real Property for which there is
      an
      outstanding amount payable. No person, other than the Company or a Subsidiary,
      owns any equipment or other tangible assets or properties situated on the Real
      Property material to the operation of the Business.

    


    (b) The
      use
      and operation of the Real Property is in full compliance in all material
      respects with all applicable Laws, covenants, conditions, restrictions,
      easements, disposition agreements and similar matters affecting the Real
      Property and, each of the Company or Subsidiaries has the right under all
      applicable Laws to continue the use and operation of the Real Property in the
      conduct of the Business. During the three (3)-year period prior to the date
      hereof, neither the Company nor a Subsidiary has received any written notice
      of
      any material violation (or claimed material violation) of or investigation
      of
      such material violation (or claimed material violation) regarding any applicable
      Laws in relation to the Real Property, which notice or investigation resulted
      in
      a penalty or fine or resulted in any order restricting the use by the Company
      or
      any Subsidiary of any Real Property.

    


    (c)
       None
      of
      the buildings, structures and other improvements located on the Real Property,
      the appurtenances thereto or the equipment therein or the operation or
      maintenance thereof violates any restrictive covenant or encroaches on any
      property owned by others or any easement, right of way or other encumbrance
      or
      restriction affecting or burdening such Real Property in any manner, nor does
      any building or structure of any third party encroach upon the Real Property
      or
      any easement or right of way benefiting the Real Property.

    


    (d) Neither
      the Company nor any Subsidiary has received written notice of, or otherwise
      had
      knowledge of, any condemnation, fire, health, safety, building, environmental,
      hazardous substances, pollution control, zoning or other land use regulatory
      proceedings instituted but not settled which would have an effect on the
      ownership, use and operation of any portion of the Real Property for its
      intended purpose or the value of any material portion of the Real
      Property.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    (e)
       All
      the
      facilities and utilities required by the operations of the Business or otherwise
      required by any applicable Law are installed to the property lines of the Real
      Property, are connected pursuant to valid permits to municipal or public utility
      services or proper drainage facilities to permit full compliance with the
      requirement of all Laws. As of the date hereof, neither the Company nor any
      Subsidiary has received any written notice notifying the existence of any fact
      or circumstance which could result in the termination or reduction of the
      current access from the Real Property to existing roads or to sewer or other
      utility services presently serving the Real Property.

    


    (f) All
      Permits, certificates, easements and rights of way, including proof of
      dedication, as applicable, required from all Governmental Authorities having
      jurisdiction over the Real Property for the use and operation of the Real
      Property in the conduct of the Business and to ensure vehicular and pedestrian
      ingress to and egress from the Real Property have been obtained.

    


    (g) Neither
      the Company nor any Subsidiary has received written notice and has any knowledge
      of any pending or threatened condemnation proceeding affecting the Real Property
      or any part thereof or of any sale or other disposition of the Real Property
      or
      any part thereof in lieu of condemnation.

    


    (h)
       No
      portion of the Real Property, during the three (3)-year period prior to the
      date
      hereof, has suffered any material damage by fire or other casualty which has
      not
      heretofore been completely repaired and restored to its original
      condition.

    


    (i) There
      are
      no encroachments or other facts or conditions affecting the Real Property which
      would, individually or in the aggregate, interfere in any material respect
      with
      the use, occupancy or operation thereof as used, occupied and operated in the
      conduct of the Business. 

    

      2.16     
        Leased
        Property. 

    

     

    (a)  Schedule
      2.16(a)
      contains
      a true and correct list of (i) each parcel of real property leased, utilized
      and/or operated by the Company or Subsidiary (as lessor, lessee or otherwise)
      (the “Leased
      Real Property”)
      and
      (ii) all Liens relating to or affecting any parcel of real property referred
      to
      in clause (i) to which the Company or Subsidiary is a party. True and correct
      copies of the documents under which the Leased Real Property is leased,
      subleased (to or by the Company or otherwise), utilized, and/or operated (the
      “Lease
      Documents”)
      have
      been made
      available
      to
      Purchaser, and such Lease Documents are unmodified and in full force and effect.
      

     

    (b)  Subject
      to the terms of the Lease Documents, the Company or Subsidiary has a valid
      and
      subsisting leasehold estate in and the right to quiet enjoyment of each of
      the
      Leased Real Properties for the full term of the leases (including renewal
      periods) relating thereto. Each Lease Document referred to in Section
2.16(a)
      is a
      legal, valid and binding agreement, enforceable in accordance with its terms,
      except as such enforceability may be limited by bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium or other similar Laws relating
      to the enforcement of creditors’ rights generally and by general principles of
      equity, and there is no, and neither the Company nor any of its Subsidiaries
      has
      received notice of any, default (or any condition or event which, after notice
      or lapse of time or both, would constitute a default) thereunder. The Company
      does not owe brokerage commissions or finders fees with respect to any such
      Leased Real Property.

     

    
      
        
        

      

      
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    (c)  All
      improvements on the Leased Real Property comply with and are operated in
      accordance with applicable Laws (including Environmental Laws) and all
      applicable Liens, Approvals, Contracts, covenants and restrictions. All such
      improvements are in good operating condition, in a state of good maintenance
      and
      repair, ordinary wear and tear excepted, and are adequate for the purposes
      for
      which they are presently being used and
      there
      are no condemnation or appropriation proceedings pending or, to the knowledge
      of
      Seller and/or the Company, threatened against any of such real property or
      the
      improvements thereon.

     

    2.17  Assets.
      Except
      as set forth on Schedule
      2.17,
      the
      Company and its Subsidiaries are in possession of and has good and marketable
      title to, or has valid leasehold interests in or valid rights under contract
      to
      use, all Assets (including all tangible personal property presently used in
      the
      conduct of the Business), including all tangible personal property reflected
      on
      Audited Financial Statements and all tangible personal property acquired since
      the date of Audited Financial Statements other than property disposed of since
      such date in the ordinary course of business. Except as disclosed in
Schedule2.16(c),
      all
      such Assets (including all tangible personal property presently used in the
      conduct of the Business, including plant, property and equipment) are owned
      by
      the Company or Subsidiary free and clear of all Liens and are adequate for
      the
      conduct by the Company or Subsidiary of the Business as presently conducted,
      and
      are in good working order and condition, ordinary wear and tear excepted, and
      their use complies with all applicable Laws.

     

    2.18  Intellectual
      Property.

     

    (a)  Schedule 2.18(a)
      lists
      (i) all Company Registered Intellectual Property, (ii) all other
      material Company Intellectual Property, and (iii) all other Intellectual
      Property that is necessary or material to the conduct of the Business in the
      ordinary course as currently conducted by the Company or contemplated to be
      conducted (“Other
      Material IP”).
      Schedule 2.18(a)
      lists
      any Actions or Proceedings that have occurred and/or are pending as of the
      date
      hereof before any Governmental or Regulatory Authority (including the United
      States Patent and Trademark Office (the “PTO”),
      the
      Copyright Office, the Federal Trade Commission, or equivalent authorities
      anywhere in the world) related to any of Company Registered Intellectual
      Property or the other material Company Intellectual Property.

     

    (b)  The
      Company or its Subsidiaries has all requisite right, title and interest in
      or
      valid and enforceable rights under Contracts or Licenses to use all Intellectual
      Property that is materially necessary for the Company or such Subsidiary to
      conduct the Business in the ordinary course, including the Other Material IP.
      The Company or its Subsidiaries owns exclusively all right, title and interest
      in and to the Company Intellectual Property including that listed in
Schedule 2.18(a)
      in its
      own name and free and clear of any Liens except as disclosed in Schedule 2.18(a).
      

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (c)  Without
      limitation of the foregoing, except for third party licensed software
      (“Commercially
      Available Programs”),
      the
      Company or its Subsidiaries is the sole and exclusive owner of, in its own
      name
      and free and clear of any Liens except for Commercially Available Software,
      all
      the software, software systems and databases used, or held or being developed
      for use in connection with the conduct of the Business and all prior versions,
      components, modules and work in progress thereof, including all source and
      object code, program files, graphical user interfaces, non-graphical interfaces,
      APIs, portals, web sites, look and feel, content, software libraries, and all
      prior, current, or future versions and copies thereof as well as all
      work-in-progress, modules, prototypes, notes, analysis, compilations, studies,
      samples, parts, test units, files, records, summaries, and other material
      prepared by or for the Company or Subsidiary with respect thereto, as well
      as
      all software user/administrator documentation and manuals, technical data and
      specifications, process or method descriptions, flow charts or diagrams, test
      plans, schedules, support/maintenance procedures, programming tools (including
      any tools needed for maintenance), annotations, algorithms, software design
      and
      architecture, any system level documentation detailing how programs or processes
      fit together, definitions or descriptions of all modules, including any flow
      charts, and any other information related thereto or necessary for the Company
      or Subsidiary (or its agents) to operate, support, and modify such software,
      databases and software systems, in the future (in whatever medium or form)
      (all
      of said software, databases and software systems collectively, the “Company
      Software and Systems”).

     

    (d)  Seller,
      employees of the Company or Subsidiaries, customers of the Company or
      Subsidiaries of the Company do not have any claim of ownership or co-ownership
      of the Company Software and Systems or any portion thereof.

     

    (e)  To
      the
      extent that any Company Intellectual Property has been conceived, developed,
      created or reduced to practice in whole or in part by any Person other than
      the
      Company or its employees or Subsidiary or its employees within the scope of
      their employment, the Company or a Subsidiary obtained ownership of, and is
      the
      exclusive owner of, all such Intellectual Property by operation of law or by
      valid assignment of any such rights.

     

    (f)  Neither
      the Company nor any Subsidiary has transferred ownership of or granted any
      License of or other right to use or authorized the retention of any rights
      to
      use any Intellectual Property that is or was Company Intellectual Property
      to
      any other Person. Moreover, neither Seller, the Company nor any of their
      respective past or present Affiliates or Subsidiaries has assigned or
      transferred or disposed of any interest in the Intellectual Property in the
      Company Software and Systems.

     

    (g)  Each
      item
      of Company Registered Intellectual Property which has actually been registered
      is valid and subsisting, and all necessary registration, maintenance, renewal
      fees, annuity fees and Taxes due or payable as of the Closing in connection
      with
      such Registered Intellectual Property have been paid and all necessary documents
      and certificates in connection with such Registered Intellectual Property and
      due as of the Closing have been filed with the relevant patent, copyright,
      trademark or other authorities in the United States or foreign jurisdictions,
      as
      the case may be, for the purposes of maintaining such Registered Intellectual
      Property. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    (h)  Schedule 2.18(h)
      sets
      forth a list of all software and other Intellectual Property that the Company
      or
      any of its Affiliates or Subsidiaries has licensed from any third party which
      is
      used by the Company or a Subsidiary in or necessary for the Company or a
      Subsidiary to conduct the Business (including with respect to the Company
      Software and Systems, and any of the Company’s solutions that are in development
      as of the Closing), including the Contract or License pursuant to which the
      rights are granted. The Company or its Subsidiaries have all rights necessary
      to
      the use of such software and other Intellectual Property. The Seller is not
      in
      breach of the third party Contracts or Licenses referenced above and the other
      parties thereto have not claimed breach or send notice of
      termination.

     

    2.19  Contracts.

     

    (a) Schedule 2.19(a)
      contains
      a true and complete list of each of the Contracts (true and complete copies
      or,
      if none, reasonably complete and accurate written descriptions of which,
      together with all amendments and supplements thereto and all waivers of any
      terms thereof, have been made available to Purchaser prior to the execution
      of
      this Agreement), including the names of the parties thereto and the dates
      thereof and a description of whether such Contacts are written or oral, to
      which
      the Company or a Subsidiary is a party or by which any of the Assets are bound,
      including:

    


    (i) employment
      and consulting agreements related to services provided in the
      Business;

    


    (ii) licenses,
      licensing arrangements and other contracts providing in whole or in part for
      the
      use of, or limiting the use of, any Company Intellectual Property, or otherwise
      relating to the Company Software and Systems;

    


    (iii) brokerage
      or finder’s agreements relating the transactions contemplated
      hereby;

    


    (iv) agreements,
      outstanding orders, statements of work and other contracts for the purchase
      or
      sale of materials, supplies, products or services with customers or vendors
      that
      are provided in connection with the Business;

    


    (v) any
      lease
      agreements providing for the leasing of personal property contained in the
      Assets;

     

    (vi) joint
      venture, partnership and similar contracts involving a sharing of profits or
      expenses with respect to the Business;

    


    (vii) asset
      purchase agreements and other acquisition or divestiture agreements, regarding
      the sale, lease or disposal of any Assets;

     

    (viii) any
      contracts or agreements under which the Company receives any product or service
      used or relied upon in connection with the products or services provided by
      the
      Company, or otherwise in connection with the Business, including hosting,
      licensed software, databases or other data suppliers, investigative services,
      web or other electronic searches, legal services, accounting services, and
      other
      outsourced services;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    (ix) the
      Lease
      Documents;

     

    (x) memorandums
      of understanding, letters of intent or similar agreements with potential or
      prospective customers;

     

    (xi) settlement
      agreements;

     

    (xii) contracts,
      licenses or other agreements relating to Debt;

     

    (xiii) contracts,
      licenses or other agreements with any governmental authority;

     

    (xiv) contracts
      or other agreements with any law firms or other legal service providers;
      and

     

    (xv) contracts,
      licenses or other agreements providing for the payment of commissions or
      referral fees.

     

    (b) Each
      Contract to which the Company or Subsidiary is a party or by which any of the
      Assets are bound is in full force and effect and constitutes a legal, valid
      and
      binding agreement, enforceable in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium or other similar Laws relating to the enforcement
      of
      creditors’ rights generally and by general principles of equity. Except as
      disclosed in Schedule 2.19(b),
      there
      is no event of default or event or condition that, after notice or lapse of
      time
      or both, would constitute a violation, breach or event of default under any
      Contract on the part of the Company or, to the knowledge of Seller and/or the
      Company, any other party thereto.

     

    (c) Nether
      the Company nor either Subsidiary is a party to or bound by any Contract that
      (i) automatically terminates or allows termination by the other party thereto
      upon consummation of the transactions contemplated by this Agreement or (ii)
      contains any covenant or other provision which limits the Company’s or
      Subsidiary's ability to compete with any Person in any line of business or
      in
      any area or territory or which contains any covenant that otherwise purports
      to
      restrict the business activity of the Company or Subsidiary or limits its
      ability to engage in any line of business.

     

    (d) Schedule 2.19(d)
      lists
      all Government Bids and, with respect to each such Government Bid, (i) the
      prospective customer agency and title; (ii) the date of proposal
      submission; (iii) the expected award date, if known; (iv) the
      estimated period of performance, if known; and (v) the estimated value
      based on the proposal, if any. The Company has delivered to Purchaser true,
      correct and complete copies of all Government Bids and all documentation and
      correspondence related thereto. 

     

    (e) The
      Company and each Subsidiary thereof has fully complied with all terms and
      conditions of each Government Bid to which it is a party, has performed all
      obligations required to be performed by it thereunder, and has complied with
      all
      statutory and regulatory requirements applicable to each of the Government
      Bids.
      The representations, certifications and warranties, if any, made by the Company
      and each Subsidiary thereof with respect to the Government Bids were accurate
      in
      all respects as of their effective date, and the Company and each Subsidiary
      thereof has fully complied with any and all such certifications. With respect
      to
      the Government Bids, no Governmental or Regulatory Authority or any other Person
      has notified the Company or any Subsidiary thereof, either orally or in writing,
      of any actual or alleged violation or breach of any statute, regulation,
      representation, certification, disclosure obligation, contract term, condition,
      clause, provision or specification that could reasonably be expected to have
      an
      adverse effect on the Business.

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    (g) Neither
      the Company nor any Subsidiary and their respective directors or officers has,
      and to the Best Knowledge of the Company and Subsidiary, none of their
      respective employees, representatives or agents has violated any applicable
      PRC
      Laws that prohibit directly or indirectly making any payment (including any
      kick-back or commission) or giving other thing of value (including any fee,
      gift, travel expense or entertainment) to any person who is an official,
      officer, agent, employee or representative of any Governmental Authority or
      any
      existing or prospective customer (whether or not government-owned) in order
      to
      gain any business, commercial or financial advantage or benefit.

    


    2.20  Insurance.
      Schedule
      2.20
      contains
      a true and complete list of all insurance policies (by policy number, insurer,
      expiration date and type, amount and scope of coverage) relating to the Company,
      each Subsidiary or any of the Assets, copies of which have been provided or
      made
      available to Purchaser. In the three (3) year period ending on the date
      hereof, neither Seller nor the Company has received any notice from, or on
      behalf of, any insurance carrier relating to or involving any adverse change
      or
      any change other than in the ordinary course of business, in the conditions
      of
      insurance, any refusal to issue an insurance policy or non-renewal of a policy,
      or requiring or suggesting alteration of any of the Assets, purchase of
      additional equipment or modification of any of the Company’s methods of doing
      business. The insurance coverage provided by the policies listed in Schedule
      2.20
      will not
      terminate or lapse by reason of any of the transactions contemplated by this
      Agreement or any of the Ancillary Agreements. Each policy listed in Schedule
      2.20
      is valid
      and binding and in full force and effect, all premiums due thereunder have
      been
      paid and neither the Company nor the Person to whom such policy has been issued
      has received any notice of cancellation or termination in respect of any such
      policy or is in default thereunder, and to the knowledge of Seller and/or the
      Company there exists no reason or state of facts that is reasonably likely
      to
      lead to the cancellation of such policies or of any threatened termination
      of,
      or premium increase with respect to, any of such policies. The insurance
      policies listed in Schedule
      2.20
      (i) in
      light of the Business, operations and Assets are in amounts and have coverages
      that are reasonable and customary for Persons engaged in similar businesses
      and
      operations and having similar Assets and (ii) are
      in
      amounts and have coverages as required by any Contract to which the Company
      is a
      party or by which any of the Assets are bound. Schedule
      2.20
      contains
      a list of all claims in
      excess
      of Ten Thousand Dollars ($10,000) made
      under any insurance policies covering the Company in the last two years. Neither
      Seller nor the Company has received notice that any insurer under any policy
      listed in Schedule
      2.20
      is
      denying, disputing or questioning liability with respect to a claim thereunder
      or defending under a reservation of rights clause.

     

    2.21  Affiliate
      Transactions.

     

    (a)  Except
      as
      disclosed in Schedule
      2.21,
      (i)
      there are no Contracts or Liabilities between the Company or a Subsidiary,
      on
      the one hand, and any current or former officer, director, stockholder,
      Affiliate or Associate of the Company or a Subsidiary, on the other hand; (ii)
      neither the Company nor any Subsidiary provides or causes to be provided any
      Assets, services or facilities to any such current or former officer, director,
      stockholder, Affiliate or Associate; (iii) no such current or former officer,
      director, stockholder, Affiliate or Associate provides or causes to be provided
      any Assets, services or facilities to the Company or any Subsidiary; and (iv)
      neither the Company nor any Subsidiary beneficially owns, directly or
      indirectly, any Investment Assets of any such current or former officer,
      director, stockholder, Affiliate or Associate. 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (b)  Each
      of
      the Contracts and Liabilities listed in Schedule
      2.21
      was
      entered into or incurred, as the case may be, on terms no less favorable to
      the
      Company or Subsidiary (in the reasonable judgment of the Company) than terms
      generally available to the Company on an arm’s-length basis.

    

      2.22      Employees;
        Labor Relations.
        Except
        as set forth in the attached PRC Labor Law. 

    

     

    (a)  Neither
      the Company nor any of its Affiliates is a party to any collective bargaining
      agreement or other Contract with any group of employees, labor organization
      or
      other representative of any of the employees of the Company or any of its
      Affiliates and, to the knowledge of Seller and/or the Company, there are no
      activities or proceedings of any labor union or other party to organize or
      represent such employees. There has not occurred nor, to knowledge of Seller
      and/or the Company, been threatened any strike, slow-down, picketing,
      work-stoppage, or other similar labor activity with respect to any such
      employees. The Company and each of its Affiliates is in compliance with all
      Laws
      relating to employment or the workplace, including provisions relating to wages,
      hours, overtime, classification of employees as exempt or non-exempt under
      the
      Fair Labor Standards Act, collective bargaining, safety and health, work
      authorization, equal employment opportunity, immigration and the withholding
      of
      income Taxes, unemployment compensation, worker’s compensation, employee privacy
      and right to know and social security contributions. There are no unresolved
      labor controversies (including unresolved grievances and age or other
      discrimination claims) or litigation, if any, between the Company or any of
      its
      Affiliates and Persons employed by or providing services to the Company. There
      are no investigations by any government agencies of the Company or any of its
      Affiliates concerning such matters.

     

    (b)  Except
      as
      set forth on Schedule
      2.21(b)
      (i),
      each Person who is an employee of the Company or any of its Affiliates is
      employed at will. No employee of the Company or any of its Affiliates is
      represented by a union. Each Person who is or was, or has been treated as,
      an
      independent contractor of the Company or any of its Affiliates for any purpose,
      including for purposes of tax withholding and reporting and eligibility for
      the
      Plans, has been properly classified by the Company and its Affiliates as an
      independent contractor under applicable employment-related Laws and all Laws
      concerning the status of independent contractors applicable to the Company.
      Schedule
      2.22(b)(ii)
      sets
      forth, individually and by category, the name of each Person employed by or
      providing services to the Company, together with such Person’s position or
      function, annual base salary or wage and any incentive, severance or bonus
      arrangements with respect to such Person. No person listed on Schedule
      2.22(b)(ii)
      shall
      have any continuing employment obligation or other obligation to provide
      services to any Person other than the Company, including to Seller or any
      Affiliate of Seller, following the Closing. No
      current employee of the Company has made any threat, or otherwise revealed
      an
      intent, to terminate such employee’s relationship with the Company for any
      reason, including because of the consummation of the transactions contemplated
      by this Agreement. Except
      as
      set forth on Schedule
      2.23(b)(ii),
      the
      Company is not a party to any agreement for the provision of labor from any
      outside agency. There have been no claims against the Company by employees
      of
      such outside agencies, if any, with regard to employees assigned to work for
      the
      Company, and no claims by any Governmental or Regulatory Authority with regard
      to such employees. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    (c)  No
      officer, employee or consultant of the Company is obligated under any Contract
      or other agreement or subject to any Order or Law that would interfere with
      the
      Business as currently conducted. Neither the execution nor delivery of this
      Agreement, nor the carrying on of the Business as presently conducted nor any
      activity of such officers, employees or consultants in connection with the
      carrying on of the Business as presently conducted, will conflict with or result
      in a breach of the terms, conditions or provisions of, constitute a default
      under, or trigger a condition precedent to any rights under any Contract or
      other agreement under which any of such officers, employees or consultants
      is
      now bound.

     

    (d)  The
      Company has not received any written (or, to the knowledge of Seller and/or
      the
      Company, oral) notice from any employee or
      managerial personnel
      that
      would reasonably lead a person to believe that such employee intends to
      terminate his or her employment with the Company after the Closing Date or
      is
      not willing to continue his or her employment with the Company after the Closing
      Date on terms substantially comparable to his or her existing terms of
      employment at the Company.

     

    2.23  Environmental
      Matters.

     

    (a)  To
      the
      knowledge of Seller and/or the Company, no
      Hazardous Material is present in, on, under or adjacent to any property that
      the
      Company or any Subsidiary has at any time owned, operated, occupied, leased
      or
      used (including both the land and improvements thereon), and no reasonable
      likelihood exists that any Hazardous Material will come to be present in, on,
      or
      under any properties owned, operated, occupied, leased or used at any time
      (including both land and improvements thereon) by the Company. Neither the
      Company nor any Subsidiary has transported, stored, used, manufactured, disposed
      of, sold, released or exposed its employees or any other Person to any Hazardous
      Material, or arranged for the disposal, discharge, storage or release of any
      Hazardous Material, or currently engages in any of the foregoing activities,
      in
      violation of any applicable Environmental Law or other Law.

     

    (b)  No
      Approvals are required to be obtained by the Company or any Subsidiary under
      any
      Environmental Laws, and the Company and each Subsidiary have been and is in
      compliance with all other limitations, restrictions, conditions, standards,
      prohibitions, requirements, obligations, schedules and timetables contained
      in
      the Environmental Laws or contained in any regulation, code, plan, order,
      decree, judgment, notice or demand letter issued, entered, promulgated or
      approved thereunder.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (c)  No
      Action
      or Proceeding is pending, or to the knowledge of Seller and/or the Company,
      threatened concerning any Environmental Law, Hazardous Material or any Hazardous
      Materials activity of the Company or any Subsidiary. The Company is not aware
      of
      any fact or circumstance that could involve the Company or any Subsidiary in
      any
      environmental litigation or impose upon the Company or any Subsidiary in any
      environmental Liability.

     

    2.24  Substantial
      Customers and Suppliers.
      Schedule
      2.24
      lists
the
      twenty (20)
      largest customers of the Company and its Subsidiaries on a consolidated basis
      on
      the basis of revenues collected or accrued for the twelve- (12-) month period
      ending December 31, 2007. Schedule
      2.24
      lists
      the twenty (20) largest
      suppliers of the Company and
      its
      Subsidiaries on a consolidated basis
      on the
      basis of cost of goods or services purchased for twelve-
      (12-) month period ending December 31, 2007.
      (i) No
      such customer or supplier has ceased its business relationship with the Company
      or materially reduced its purchases from or sales or provision of services
      to
      the Company since December 31, 2007, (ii) neither Seller nor the Company has
      received notice (written or oral) from any such customer or supplier of its
      intent to cease its business relationship with the Company, or to materially
      reduce its purchases from or sales or provision of services to the Company,
      after the date hereof and (iii) no such customer or supplier has threatened
      to
      cease its business relationship with the Company, or to materially reduce its
      purchases from or sales or provision of services to the Company, after the
      date
      hereof. No such customer or supplier is threatened with bankruptcy or
      insolvency.

     

    2.25  Accounts
      and Notes Receivable.
      The
      accounts receivable and notes receivable of the Company and its Subsidiaries
      reflected on Audited Financial Statements and as will be reflected in the
      Company Financial Statements, (a) arose from bona fide sales transactions in
      the
      ordinary course of business, consistent with past practice, and are payable
      on
      ordinary trade terms, (b) are the legal, valid and binding obligation of its
      debtor enforceable in accordance with its terms, except as the enforceability
      thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium or other similar Laws relating to the enforcement
      of
      creditors’ rights generally and by general principles of equity, (c) is not
      subject to any valid set-off or counterclaim, (d) have been collected or is
      fully collectible before the date that is ninety (90) days after the date of
      Closing, each net of reserves shown therefor, in amounts not less than the
      aggregate amounts thereof carried on the Books and Records of the Company,
      and
      (e) do not represent obligations for goods sold on consignment, on approval
      or
      on a sale-or-return basis or subject to any other repurchase or return
      arrangement other than customers’ rights to inspect goods upon receipt and
      reject nonconforming goods.

     

    2.26  Other
      Negotiations; Brokers; Third-Party Expenses.
      Neither
      Seller nor the Company, nor any of their respective officers, directors,
      managers, employees, agents, stockholders, members or Subsidiaries (nor any
      investment banker, financial advisor, attorney, accountant or other Person
      retained by or acting for or on behalf of Seller, the Company or any such
      Person) (a) has entered into any Contract that conflicts with any of the
      transactions contemplated by this Agreement or (b) has entered into any Contract
      or arrangement with any Person regarding any transaction involving the Company
      which is likely to result in Purchaser, the Company or any officer, director,
      employee, agent or Affiliate of any of them being subject to any claim for
      Liability to said Person as a result of entering into this Agreement or
      consummating the transactions contemplated hereby. Except as set forth in
Schedule
      2.26,
      no
      broker, investment banker, financial advisor or other Person is entitled to
      any
      broker’s, finder’s, financial advisor’s or similar fee or commission in
      connection with this Agreement and the transactions contemplated hereby based
      on
      arrangements made by or on behalf of Seller or the Company.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    2.27  Warranty
      Obligations.
      The
      Company has not entered into any warranties, indemnification obligations,
      guarantees or written warranty policies in respect of any of the Company’s
      products and services (the “Warranty
      Obligations”)
      other
      than those normal and customary in the conduct of the Business. The Company
      is
      not subject to any dispute or, to the knowledge of Seller and/or the Company,
      threatened dispute relating to such Warranty Obligations.

     

    2.28  Foreign
      Corrupt Practices Act.
      Neither
      the Company nor any Subsidiary nor any agent, employee or other Person acting
      on
      behalf of the Company or such Subsidiary has, directly or indirectly, used
      any
      corporate funds for unlawful contributions, gifts, entertainment or other
      unlawful expenses relating to political activity, made any unlawful payment
      to
      foreign or domestic government officials or employees or to foreign or domestic
      political parties or campaigns from corporate funds, violated any provision
      of
      the Foreign Corrupt Practices Act of 1977, as amended, or made any bribe,
      rebate, payoff, influence payment, kickback or other similar unlawful
      payment.

     

    2.29  Takeover
      Statutes.
      No
      Takeover Statute applicable to the Company or Subsidiary is applicable to the
      Acquisition or the other transactions contemplated hereby or by the Ancillary
      Agreements.

     

    2.30 Disclosure.
      No
      representation or warranty made by Seller or the Company contained in this
      Agreement, and no statement contained in or as any schedule hereto delivered
      by
      Seller or the Company or in any certificate, list or other writing attached
      hereto and delivered by Seller or the Company or delivered by Seller or the
      Company pursuant to Article 7 hereof, contains any untrue statement of a
      material fact or omits to state a material fact necessary in order to make
      the
      statements herein or therein, in the light of the circumstances under which
      they
      were made, not misleading.

     

    2.31 Disclosure
      of Purchaser Information.
      

    


    (a) The
      Seller acknowledges that all of the SEC Reports (defined herein) were fully
      available to it. The Seller acknowledges that it has received all the
      information that it has required relating to the Purchaser and the acquisition
      of the Stock Consideration. The Seller further represents that it has had an
      opportunity to ask questions and receive answers from the Purchaser regarding
      the terms and conditions of its acquisition of the Stock Consideration.


    


    (b) The
      Stock
      Consideration to be received by the Seller is being acquired for investment
      for
      the Seller's own account and not otherwise as a nominee or agent, and not with
      a
      view to the resale or distribution of any part thereof. The Seller has no
      present intention of selling, granting any participation in, or otherwise
      distributing the Stock Consideration. Seller acknowledges that the Closing
      Payment, but not the additional shares contemplated by Section 1.3(a)(ii),
      is
      subject to a twenty-four (24) month lock-up period and may not be sold
      during such period. Seller may transfer the additional shares contemplated
      by
      Section 1.3(a)(ii) subject to applicable securities laws.

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    (c) The
      Seller is aware that the Stock Consideration acquired by Seller under this
      Agreement has not been registered under the Securities Act, that the offer
      and
      sale of the Stock Consideration pursuant to this Agreement are intended to
      be
      exempt from registration under the Securities Act and the rules promulgated
      thereunder by the SEC, and that such Stock Consideration cannot be sold,
      assigned, transferred, or otherwise disposed of unless they are subsequently
      registered under the Securities Act or an exemption from such registration
      is
      available. The Seller is also aware that the Stock Consideration shares acquired
      by Seller has not been registered or qualified in any jurisdiction, that sales
      or transfers of such Stock Consideration may be further restricted by non-U.S.
      securities laws, the provisions of this Agreement, the other Transaction
      Documents and the Current Articles and that the certificates for such Stock
      Consideration will bear appropriate legends describing the restrictions on
      their
      transfer. The Seller has no immediate need for liquidity in connection with
      the
      acquisition of the Stock Consideration, and does not anticipate that it will
      be
      required to sell Seller's Stock Consideration in the foreseeable
      future.

    


    2.32     
      Suitability
      of Investment.

    


    (a) The
      Seller has determined that the Stock Consideration is a suitable investment
      for
      Seller and that Seller can bear the economic risk of the acquisition of the
      Stock Consideration;

    


    (b) The
      Seller (i) certifies that Seller is not a “U.S. person” within the meaning
      of Rule 902 of Regulation S, and that Seller is not acquiring the Stock
      Consideration for the account or benefit of any such U.S. person,
      (ii) agrees to resell the Stock Consideration only in accordance with the
      provisions of Regulation S, pursuant to registration under the Securities Act,
      or pursuant to an available exemption from registration and agrees not to engage
      in hedging transactions with regard to the Stock Consideration unless in
      compliance with the Securities Act, (iii) agrees that any certificates for
      any Stock Consideration issued to the Seller shall contain a legend to the
      effect that transfer is prohibited except in accordance with the provisions
      of
      Regulation S, pursuant to registration under the Securities Act or pursuant
      to
      an available exemption from registration, and (iv) agrees that the
      Purchaser may refuse to register any transfer of the Stock Consideration issued
      to Seller not made in accordance with the provisions of Regulation S, pursuant
      to registration under the Securities Act, or pursuant to an available exemption
      from registration.

    


    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      hereby represents and warrants to Purchaser as follows:

     

    3.1  Ownership
      of Company Stock.
      Madame
      Wang owns of record and beneficially all of the issued and outstanding shares
      of
      TeamBest. TeamBest owns of record and beneficially
      all of
      the issued and outstanding shares of Company Stock. Such shares are, and when
      delivered by Seller to Purchaser pursuant to this Agreement will be, duly
      authorized, validly issued, fully paid, non-assessable and free and clear of
      any
      and all Liens.
      There
      are no limitations or restrictions on Seller’s right to transfer such shares of
      Company Stock to Purchaser pursuant to this Agreement, and Seller is not a
      party
      to any option, warrant, purchase right, proxy, power of attorney, voting trust
      or other Contract or commitment with respect to the voting or dividend rights
      or
      the sale, acquisition, issuance, redemption, registration, transfer or other
      disposition of any capital stock of the Company (other than this
      Agreement).

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    3.2  Binding
      Agreements.
      This
      Agreement and the Ancillary Agreements to which Seller is or will become a
      party, assuming the due authorization, execution and delivery hereof (and,
      in
      the case of the Ancillary Agreements to which Purchaser is a party, thereof)
      by,
      and
      enforceability against,
      Purchaser,
      constitutes or will upon execution and delivery constitute, as applicable,
      the
      legal, valid and binding obligation of Seller enforceable against Seller in
      accordance with their respective terms, except as the enforceability thereof
      may
      be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium or other similar Laws relating to the enforcement of creditors’
rights generally and by general principles of equity.

     

    3.3  No
      Conflicts; Approvals.
      The
      execution and delivery by Seller of this Agreement and the Ancillary Agreements
      to which it is a party does not and will not upon execution and delivery, and
      the performance by Seller of Seller's obligations under this Agreement and
      the
      Ancillary Agreements to which Seller is a party and the consummation of the
      transactions contemplated hereby and thereby do not and will not:

     

    (a)  conflict
      with or result in a violation or breach of any Law or Order applicable to Seller
      or any of Seller's assets or properties, including the Company Stock;
      or

     

    (b)  (i)
      conflict with or result in a violation or breach of, (ii) constitute a default
      (or an event that, with or without notice or lapse of time or both, would
      constitute a default) under, (iii) require Seller to obtain or make any Approval
      to any Person as a result or under the terms of, (iv) result in or give to
      any
      Person any right of termination, cancellation, acceleration or modification
      in
      or with respect to, (v) result in or give to any Person any additional rights
      or
      entitlement to increased, additional, accelerated or guaranteed payments or
      performance under, (vi) result in the creation or imposition of (or the
      obligation to create or impose) any Lien upon any of Seller’s assets or
      properties, including the Company Stock, under or (vii) result in the loss
      of
      any benefit under, any of the terms, conditions or provisions of any Contract
      to
      which Seller is a party or by which any of Seller’s assets or properties,
      including the Company Stock, are bound.

     

    No
      Approval is required to be obtained from or made with, or filed with or
      delivered to, any Governmental or Regulatory Authority by Seller in connection
      with the execution and delivery by Seller of this Agreement and the Ancillary
      Agreements to which Seller is or will be a party, and the performance by Seller
      of Seller's obligations under this Agreement and the Ancillary Agreements to
      which Seller is or will be a party and the consummation of the transactions
      contemplated hereby and thereby.

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    3.4  Legal
      Proceedings.
      

     

    (a)  there
      are
      no Actions or Proceedings pending or, to the knowledge of Seller and/or the
      Company, threatened, against or adversely affecting Seller or any of her assets
      or properties, including the Company Stock;

     

    (b)  there
      are
      no Orders outstanding against Seller; and

     

    (c)  there
      are
      no facts or circumstances known to Seller and/or the Company that would
      reasonably be expected to give rise to any Action or Proceeding against or
      adversely affecting Seller or any of Seller's assets or properties, including
      the Company Stock.

     

    ARTICLE
      4 

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      represents
      and warrants to Seller
      and
the
      Company as
      follows:

     

    4.1  Organization.
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the Laws of the State of Delaware. Purchaser has full corporate power
      and
      authority to conduct its business as now conducted and as currently proposed
      to
      be conducted and to own, use and lease its assets and properties.

     

    4.2  Authority;
      Binding Agreements.
      Subject
      to receipt of approval of stockholders of the Purchaser, Purchaser has full
      corporate power and authority to execute and deliver this Agreement and the
      Ancillary Agreements to which it is a party, to perform its obligations
      hereunder and thereunder and to consummate the transactions contemplated hereby
      and thereby. The execution and delivery by Purchaser of this Agreement and
      the
      Ancillary Agreements to which it is a party and the consummation by Purchaser
      of
      the transactions contemplated hereby and thereby have been duly and validly
      authorized by all necessary corporate action of Purchaser other than approval
      of
      its stockholders, and no other corporate action on the part of Purchaser is
      required to authorize the execution, delivery and performance of this Agreement
      and the Ancillary Agreements to which it is a party and the consummation by
      Purchaser of the transactions contemplated hereby and thereby other than
      approval of its stockholders. This Agreement and the Ancillary Agreements to
      which Purchaser is or will become a party have been or will be, as applicable,
      duly and validly executed and delivered by Purchaser and, assuming the due
      authorization, execution and delivery hereof (and in the case of the Ancillary
      Agreements to which Seller and/or the Company is a party, thereof) by, and
      enforceability against, Seller and/or the Company, each constitutes or will
      upon
      execution and delivery constitute, as applicable, a legal, valid and binding
      obligation of Purchaser, enforceable against Purchaser in accordance with its
      respective terms, except as the enforceability thereof may be limited by
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      other similar Laws relating to the enforcement of creditors’ rights generally
      and by general principles of equity. 

     

    4.3  No
      Conflicts; Approvals.
      The
      execution and delivery by Purchaser of this Agreement and the Ancillary
      Agreements to which it is a party does not and will not upon execution and
      delivery, and the performance by Purchaser of its obligations under this
      Agreement and the Ancillary Agreements to which it is a party and the
      consummation of the transactions contemplated hereby and thereby do not and
      will
      not:

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    (a)  conflict
      with or result in a violation or breach of any of the terms, conditions or
      provisions of the certificate of incorporation or bylaws of
      Purchaser;

     

    (b)  subject
      to obtaining or making the Approvals disclosed in Schedule
      4.3(c),
      if any,
      result in a violation or breach of, or a conflict with, any Law or Order
      applicable to Purchaser or any of its assets or properties; or

     

    (c)  except
      as
      disclosed in Schedule
      4.3(c)
      attached
      hereto, (i) result in a violation or breach of or conflict with, (ii) constitute
      a default (or an event that, with or without notice or lapse of time or both,
      would constitute a default) under, (iii) require Purchaser to obtain or make
      any
      Approval to any Person as a result or under the terms of, (iv) result in or
      give
      to any Person any right of termination, cancellation, acceleration or
      modification in or with respect to, (v) result in or give to any Person any
      additional rights or entitlement to increased, additional, accelerated or
      guaranteed payments or performance under, (vi) result in the creation or
      imposition of (or the obligation to create or impose) any Lien upon Purchaser
      or
      any of its assets or properties under or (vii) result in the loss of any benefit
      under, any of the terms, conditions or provisions of any Contract or License
      to
      which Purchaser is a party or by which any of its assets or properties are
      bound.

     

    No
      Approval is required to be obtained from or made with, or filed with or
      delivered to, any Governmental or Regulatory Authority by Purchaser in
      connection with the execution and delivery by Purchaser of this Agreement and
      the Ancillary Agreements to which Purchaser is or will be a party, and the
      performance by Purchaser of its obligations under this Agreement and the
      Ancillary Agreements to which Purchaser is or will be a party and the
      consummation by Purchaser of the transactions contemplated hereby and
      thereby.

     

    4.4  Other
      Negotiations; Brokers; Third-Party Expenses.
      Neither
      Purchaser nor any of its officers, directors, employees, agents, Subsidiaries
      or
      Affiliates (nor any investment banker, financial advisor, attorney, accountant
      or other Person retained by or acting for or on behalf of Purchaser) (a) has
      entered into any Contract that conflicts with any of the transactions
      contemplated by this Agreement or (b) has entered into any Contract or
      arrangement with any Person regarding any transaction involving Purchaser which
      is likely to result in the Company, Seller or any officer, director, employee,
      agent or Affiliate of any of them being subject to any claim for Liability
      to
      said Person as a result of entering into this Agreement or consummating the
      transactions contemplated hereby. No broker, investment banker, financial
      advisor or other Person is entitled to any broker’s, finder’s, financial
      advisor’s or similar fee or commission in connection with this Agreement and the
      transactions contemplated hereby based on arrangements made by or on behalf
      of
      Purchaser.

     

    4.5      
      Valid
      Issuance of Stock Consideration.
      At the
      Closing, the Stock Consideration to be issued to the Seller hereunder will
      be
      duly and validly authorized and, when issued and delivered in accordance with
      the terms hereof for the consideration provided for herein, will be validly
      issued and non-assessable and will have been issued in compliance with all
      applicable US federal and state securities laws.

    


    
      
        
        

      

      
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    4.6       
      SEC
      Reports.

    


    (a) The
      Purchaser has delivered to the Seller or there have been made available by
      public means (i) the Purchaser’s quarterly reports on Form 10-Q for the
      quarter ended March 31, 2008 and annual report on Form 10-K for the year ended
      December 31, 2007, (ii) the Prospectus, and (iii) all other reports
      filed by the Purchaser under the Securities Act and the Exchange Act (all of
      such materials, together with any amendments thereto and documents incorporated
      by reference therein, are referred to herein as the “SEC
      Reports”).

    


    (b)
       As
      of its
      filing date or, if applicable, its effective date, each SEC Report complied
      in
      all material respects with the requirements of the Laws applicable to the
      Purchaser for such SEC Report, including the Securities Act and the Exchange
      Act.

    


    (c)
       Each
      SEC
      Report as of its filing date and the Prospectus, as of its effective date,
      did
      not contain any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements made therein, in the
      light of the circumstances under which they were made, not misleading. The
      Purchaser has filed all reports under the Exchange Act that were required to
      be
      filed as of the date hereof and will have filed all such reports required to
      have been filed through the Closing Date and has otherwise materially complied
      with all requirements of the Securities Act and the Exchange Act.

     

    ARTICLE
      5  

    CONDUCT
      PRIOR TO THE CLOSING

     

    5.1  Conduct
      of Business.
      During
      the period from the date of this Agreement and continuing until the earlier
      of
      (a) the termination of this Agreement pursuant to the provisions of Section
      9.1
      or (b)
      the Closing, the Company agrees (unless the Company is otherwise required to
      take such action pursuant to this Agreement or Purchaser shall otherwise give
      its prior consent in writing), and Seller agrees to cause the Company, to carry
      on the Business in the usual, regular and ordinary course consistent with past
      practice, to pay its Liabilities and Taxes and to pay or perform its other
      obligations when due (other than Liabilities, Taxes and other obligations,
      if
      any, contested in good faith and for which adequate reserves have been
      established), and to use commercially reasonable efforts to preserve
      substantially intact its present business organization, keep available the
      services of its present and its Subsidiaries' officers and key employees and
      preserve its relationships with customers, suppliers, distributors, licensors,
      licensees, independent contractors and other Persons having business dealings
      with it, all with the express purpose and intent of preserving substantially
      unimpaired its goodwill and ongoing businesses at and after the Closing. Except
      as expressly contemplated by this Agreement, the Company shall not, without
      the
      prior written consent of Purchaser, take or agree in writing or otherwise to
      take, any action that would result in the occurrence of any of the changes
      described in Section 2.9
      or any
      other action that would make any of its representations or warranties contained
      in this Agreement untrue or incorrect when made in any material respect. Neither
      Seller nor the Company shall, without the prior written consent of Purchaser,
      take or agree in writing or otherwise to take, any action intended to, or that
      would, prevent Seller or the Company from performing (or cause Seller or the
      Company not to perform) its agreements and covenants hereunder or intended
      to,
      or that would, cause any condition to Purchaser’s closing obligations in Section
7.1
      or
      Section 7.3
      not to
      be satisfied.

     

    
      
        
        

      

      
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    5.2  No
      Solicitation.
      Until
      the earlier of the Closing or the date of termination of this Agreement pursuant
      to the provisions of Section 9.1,
      neither
      the Company nor Seller nor any of their respective Subsidiaries or Affiliates
      will take, nor will the Company or Seller permit any of their representatives
      to
      take, any of the following actions with any Person other than Purchaser and
      its
      designees: (a) solicit, encourage or initiate any proposals or offers from,
      or
      participate in or conduct discussions with or engage in negotiations with,
      any
      Person relating to any offer or proposal, oral, written or otherwise, formal
      or
      informal, with respect to any possible Business Combination with the Company
      or
      any of its Subsidiaries (a “Competing
      Proposed Transaction”),
      (b)
      provide information with respect to the Company or any of its Subsidiaries
      to
      any Person, other than Purchaser, relating to (or which the Company or Seller
      believes would be used for the purpose of formulating an offer or proposal
      with
      respect to), or otherwise assist, cooperate with, facilitate or encourage any
      effort or attempt by any such Person with regard to, any possible Business
      Combination with the Company or any of its Subsidiaries, (c) agree to, enter
      into a Contract with any Person, other than Purchaser, providing for, or approve
      a Business Combination with the Company or any of its Subsidiaries or (d)
      authorize or permit any of the Company’s or Seller’s representatives to take any
      such action. Seller will notify Purchaser immediately after receipt by the
      Company or Seller (or any of their officers, directors, managers, employees,
      agents, advisors or other representatives) of any proposal for or inquiry
      respecting any Competing Proposed Transaction, or any request for nonpublic
      information in connection with such proposal or inquiry or for access to the
      Assets, Books and Records of the Company by any Person or entity that informs
      or
      has informed the Company or Seller that it is considering making or has made
      such a proposal or inquiry. Such notice to Purchaser shall indicate in
      reasonable detail the identity of the Person making such proposal or inquiry
      and
      the terms and conditions of such proposal or inquiry. Each of the Company and
      Seller and their respective Affiliates (and their respective officers,
      directors, employees, agents, advisors or other representatives) immediately
      shall cease and cause to be terminated all
      existing discussions or negotiations with any parties conducted heretofore
      with
      respect to a Competing Proposed Transaction. Each of the Company and Seller
      agrees not to release any third party from, or waive any provision of, any
      confidentiality or standstill agreement to which it or any of its Subsidiaries
      is a party. Each of Seller, the Company and Purchaser acknowledge that this
      Section 5.2
      is a
      significant inducement for Purchaser to enter into this Agreement and the
      absence of such provision would have resulted in either (i) a material reduction
      in the consideration to be paid to Seller in the Acquisition or (ii) a failure
      to induce Purchaser to enter into this Agreement.

     

    ARTICLE
      6

    ADDITIONAL
      AGREEMENTS

     

    6.1  Access
      to Information.
      Between
      the date of this Agreement and the earlier of the Closing or the termination
      of
      this Agreement, upon reasonable notice, the Company shall (a) give Purchaser
      and
      its officers, appropriate employees, accountants, and counsel full access,
      upon
      reasonable prior notice during normal business hours, to all buildings, offices,
      and other facilities and to all Books and Records of the Company, whether
      located on the premises of the Company or at another location; (b) furnish
      Purchaser such financial, operating, technical and product data and other
      information with respect to the Business and Assets as Purchaser from time
      to
      time may reasonably request, including financial statements and schedules;
      (c)
      subject to Purchaser and the Company agreeing to the topic and notice of any
      interviews (which such agreement shall not be unreasonably withheld, delayed
      or
      conditioned), allow Purchaser the opportunity to interview (1) the
      customers listed on Schedule 7.3(e)(ii)
      and
      (2) such other customers, suppliers, prime contractors (when the Company is
      a subcontractor on a Contract), employees and other personnel and Affiliates
      of
      the Company as the Purchaser may request with the Company’s prior written
      consent (which consent shall not be unreasonably withheld, delayed or
      conditioned), and instruct such Persons to cooperate with Purchaser in
      Purchaser’s investigation of the Business; and (d) assist and cooperate with
      Purchaser in the development of cooperation plans for implementation by
      Purchaser and the Company following the Closing; provided, however, that no
      investigation made prior to the date of this Agreement or made pursuant to
      this
      Section 6.1
      shall
      affect or be deemed to modify any representation or warranty made by Seller
      or
      the Company, or any rights to indemnification of the Purchaser Indemnified
      Parties, herein.

     

    
      
        
        

      

      
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    6.2  Covenant
      Not to Compete.

     

    (a)  For
      a
      period
      commencing upon the Closing and ending on the later of (x) the third
      anniversary of the Closing and (y) the date the final payment of the
      Earnout is made, Seller shall not anywhere in the People's Republic of China,
      directly or indirectly, without the prior written consent of Purchaser: (i)
      engage or participate, directly or indirectly, either as principal, agent,
      employee, employer, consultant, stockholder, director, officer, partner or
      in
      any other individual or representative capacity whatsoever, in the conduct
      or
      management of, or own any stock or other proprietary interest in, any business
      or enterprise that conducts business or operations which are the same as or
      substantially similar to the Business unless Seller or any such Affiliate shall
      have obtained the prior written consent thereto of Purchaser; provided, however,
      that Seller may purchase or otherwise acquire up to (but not more than) one
      percent (1%) of any class of the securities of any Person (but may not otherwise
      participate in the activities of such Person) if such securities are listed
      on
      any national or regional securities exchange or have been registered under
      Section 12(g) of the Securities Exchange Act of 1934, as amended, or (ii)
      solicit, hire or employ, or cause any other Person to solicit, hire or employ
      any employee or contractor then retained or employed by the Company, Subsidiary
      or Purchaser or retained or employed by the Company, Subsidiary or Purchaser
      within the one-year period immediately prior to such solicitation, hiring or
      employment.

     

    (b)  Each
      of
      the covenants in this Section 6.2
      is
      severable and separate, and the unenforceability of any specific covenant shall
      not affect the provisions of any other covenant. Moreover, in the event any
      court of competent jurisdiction shall determine that any specific covenant
      or
      the scope, time or territorial restrictions thereof are unreasonable, then
      it is
      the intention of the parties that such restrictions be enforced to the fullest
      extent which the court deems reasonable, and this Agreement shall thereby be
      reformed.

     

    6.3  Confidentiality.

     

    (a)  Purchaser.
      The
      parties acknowledge and agree that, from and after the date hereof until the
      Closing, if the transactions contemplated hereby are consummated, and for one
      (1) year following the termination of this Agreement pursuant to the provisions
      of Section 9.1,
      that
      certain Non-disclosure Agreement between Purchaser and the Company, dated April
      25, 2008 (the “Non-disclosure
      Agreement”),
      shall
      be incorporated herein by reference and shall apply fully to any and all
“Confidential Information” (as defined therein)
      exchanged by the parties in connection therewith.

     

    
      
        
        

      

      
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    (b)  Company
      and Seller.
      Each of
      the Company and Seller acknowledges and agrees that it has had in the past,
      currently has, and in the future may possibly have, access to (i) certain
      information of the Business that has not been disclosed to the public and which
      constitutes confidential and proprietary business information (the “Confidential
      Information of the Company”),
      and
      (ii) certain information of Purchaser that has not been disclosed to the public
      and which constitutes confidential and proprietary business information (the
      “Confidential
      Information of Purchaser”),
      including but not limited to, in each case, client and customer lists, software,
      data, formulae, processes, inventions, trade secrets, marketing information
      and
      plans, business strategies and other information about products and services
      offered or developed or planned to be offered or developed. Notwithstanding
      the
      foregoing, Confidential Information of the Company and Confidential Information
      of Purchaser does not include any information (A) that is or becomes publicly
      available, other than as a result of a disclosure by Seller or any of its
      Affiliates in violation of this Agreement, (B) which must be disclosed by Seller
      or any of its Affiliates under applicable Laws or by order of any Governmental
      or Regulatory Authority, or (C) which Seller reasonably believes is required
      to
      be disclosed in connection with the defense of a lawsuit against Seller or
      any
      of its Affiliates. In the event Seller or any of its Affiliates is requested
      or
      required (including by oral questions, interrogatories, requests for information
      or documents in a legal proceeding, subpoena, civil investigative or other
      similar process) to disclose any Confidential Information of the Company or
      Confidential Information of Purchaser as described in subpart (B) or subpart
      (C)
      of the immediately preceding sentence, Seller shall provide Purchaser with
      prompt written notice of any such request or requirement so that Purchaser
      may
      seek a protective order or other appropriate remedy, at Purchaser’s sole
      expense, and/or waive compliance with the provisions of this Agreement. If,
      in
      the absence of a protective order or other remedy or the receipt of a waiver
      from Purchaser, Seller or any of its respective Affiliates is nonetheless,
      on
      the advice of counsel, legally compelled to disclose Confidential Information
      of
      the Company or Confidential Information of Purchaser to any tribunal or else
      stand liable for contempt or suffer other censure or penalty, Seller or such
      Affiliate may, without liability hereunder, disclose to such tribunal only
      that
      portion of the Confidential Information of the Company or Confidential
      Information of Purchaser, as the case may be, which such counsel advises Seller
      is legally required to be disclosed, provided that Seller exercises commercially
      reasonable efforts to preserve the confidentiality of such information,
      including by cooperating with Purchaser to obtain an appropriate protective
      order, at Purchaser’s sole expense, or other reliable assurance that
      confidential treatment will be accorded such information by such tribunal.
      Seller agrees that, on behalf of itself and each of its Affiliates, without
      prior written consent of Purchaser, (I) from and after the date hereof if the
      transactions contemplated hereby are consummated, neither it nor its Affiliates
      shall in any manner directly or indirectly disclose any Confidential Information
      of the Company to any Person, except to authorized representatives of Seller
      and
      to counsel and other advisors in connection with the consummation of the
      transactions contemplated hereby (provided, however, that such advisors, other
      than counsel, agree to the confidentiality provisions of this Section
6.3(b)),
      or use
      any Confidential Information of the Company for any purpose or reason except
      in
      connection with the consummation of the transactions contemplated hereby; and
      (II) from and after the date hereof, neither Seller nor any of its
      respective Affiliates shall in any manner directly or indirectly disclose to
      any
      Person or use any Confidential Information of Purchaser for any purpose or
      reason.

     

    
      
        
        

      

      
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    6.4  Expenses.
      Other
      than fees and expenses incurred by Seller and the Company related to the
      transactions contemplated herein and paid by the Company prior to the Closing
      Date, all fees and expenses incurred by Seller and by the Company in connection
      with the negotiation and effectuation of the terms and conditions of this
      Agreement and the transactions contemplated hereby, including all legal,
      accounting,
      financial advisory, consulting, success and all other fees and expenses of
      third
      parties (collectively, the “Company
      Expenses”),
      shall
      be the obligation of Seller. All fees and expenses incurred by Purchaser in
      connection with the negotiation and effectuation of the terms and conditions
      of
      this Agreement and the transactions contemplated hereby, including all legal,
      accounting, financial advisory, consulting and all other fees and expenses
      of
      third parties, shall be the obligation of Purchaser.

     

    6.5  Public
      Disclosure.
      Promptly
      after execution of this Agreement, Purchaser shall issue a press release
      relating to this Agreement to be prepared jointly by Purchaser and the Company
      (the “Joint
      Press Release”).
      Thereafter, unless otherwise required by Law (including federal and state
      securities Laws and the rules and regulations of the American Stock Exchange),
      no disclosure (whether or not in response to any inquiry) of the existence
      of
      any subject matter of, or the terms and conditions of, this Agreement shall
      be
      made by the Company unless approved by Purchaser prior to release.

     

    6.6  FIRPTA
      Compliance.
      On or
      prior to the Closing, the Company shall deliver to Purchaser a properly executed
      statement in a form reasonably acceptable to Purchaser for purposes of Treasury
      Regulation Section 1.1445-2(c)(3).

     

    6.7  Notification
      of Certain Matters.
      The
      Company and Seller shall give prompt notice to Purchaser, and Purchaser shall
      give prompt notice to the Company and Seller, of (a) the occurrence or
      non-occurrence of any event, the occurrence or non-occurrence of which is likely
      to cause any representation or warranty of the Company or Seller or Purchaser,
      as the case may be, contained in this Agreement to be untrue or inaccurate
      in
      any material respect at or prior to the Closing (except for those
      representations and warranties that are by their terms qualified by a standard
      of materiality, with respect to which notice shall be given of the occurrence
      or
      non-occurrence of any event, the occurrence or non-occurrence of which is likely
      to cause any such representation or warranty of the Company or Seller or
      Purchaser, as the case may be, contained in this Agreement to be untrue or
      inaccurate in any respect at or prior to the Closing) and (b) any failure of
      the
      Company or Seller or Purchaser, as the case may be, to comply with or satisfy
      any covenant, condition or agreement to be complied with or satisfied by it
      in
      any material respect hereunder; provided, however, that the delivery of any
      notice pursuant to this Section 6.7 shall not limit or otherwise affect any
      remedies available to the party receiving such notice.

     

    6.8  Regulatory
      and Other Authorizations; Notices and Consents.

     

    
      
        
        

      

      
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    (a)
       The
      Seller and the Company shall use their best efforts to obtain all
      authorizations, consents, orders and approvals of all Governmental Authorities
      and officials that may be or become necessary for their execution and delivery
      of, and the performance of their obligations pursuant to, this Agreement and
      the
      Transaction Documents.

    


    (b)
       The
      Seller or the Company shall give promptly such notices to third parties and
      use
      its or their best efforts to obtain such third party consents and estoppel
      certificates as the Purchase may in its reasonable discretion deem necessary
      or
      desirable in connection with the transactions contemplated by this
      Agreement.

    


    (c)
       The
      Purchaser shall cooperate and use all reasonable efforts to assist the Seller
      and the Company in giving such notices and obtaining such consents and estoppel
      certificates; provided, however, that the Purchaser shall have no obligation
      to
      give any guarantee or other consideration of any nature in connection with
      any
      such notice, consent or estoppel certificate or to consent to any change in
      the
      terms of any agreement or arrangement which the Purchaser in its sole discretion
      may deem adverse to the interests of the Purchaser or the Business.


    


    6.9  Company
      Information.
      As a
      condition to the obligation of the Purchaser to (a) file with the SEC the
      Proxy Statement and (b) calling and holding the CHAC Shareholders’ Meeting
      (as hereinafter defined), as well as making other filings or submissions with
      the SEC with respect to the transactions contemplated herein, the Company and
      Seller will furnish to the Purchaser such information as is reasonably required
      by the Purchaser for the preparation and amendment of the Proxy Statement and
      such other filings or submissions in accordance with the requirements and
      requests of the SEC, including full and accurate descriptions of the Business,
      material agreements affecting the Business, the Subsidiaries, and the Company
      Financial Statements as required by the rules and regulations of the SEC
      (collectively, “Company
      Information”).
      The
      Company Information will not contain any untrue statement of a material fact
      or
      omit to state a material fact necessary in order to make the statements in
      Company Information not misleading. 

     

    6.10  Interim
      Financial Information.
      From
      the date of this Agreement until the Closing, the Company shall provide to
      the
      Purchaser a copy of a monthly balance sheet, income statement and cash flow
      statement on an individual and consolidated basis for the Company and
      Subsidiaries, together with such further explanation and information with
      respect thereto as may be reasonably requested by the Purchaser. The above
      interim financial information shall be delivered to the Purchaser within
      twenty-five (25) days following the end of each monthly period. The Company
      will prepare the above financial information in good faith in accordance with
      US
      GAAP. 

     

    6.11  Compliance
      Confirmation.
      Prior
      to the Closing, the Company shall use its best efforts to cause its
      Subsidiaries, to use their best efforts to procure the relevant Subsidiary
      to
      obtain, as the case may be, a written confirmation provided by the relevant
      Governmental Authority confirming the status of compliance by each Subsidiary
      with applicable Laws, including but not limited to those relating to Tax
      Returns, the Plans and environmental protection.

     

    
      
        
        

      

      
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    6.12  Additional
      Documents and Further Assurances; Cooperation. 

     

    (a)  Each
      party hereto, at the request of the other party hereto, shall use commercially
      reasonable efforts to execute and deliver such other instruments and do and
      perform such other acts and things (including all action reasonably necessary
      to
      seek and obtain and/or make any and all Approvals of any Governmental or
      Regulatory Authority or other Person required in connection with the
      Acquisition; provided, however, that neither party shall be obligated to consent
      to any divestitures or operational limitations or activities in connection
      therewith and no party shall be obligated to make a payment of money as a
      condition to obtaining any such Approval, other than customary filing fees
      and
      other commercially reasonable payments) as may be necessary or desirable for
      effecting completely the consummation of this Agreement and the transactions
      contemplated hereby.

     

    (b)  Each
      party agrees to use commercially reasonable efforts to cause the conditions
      set
      forth in Article 7
      to be
      satisfied, where the satisfaction of such conditions depends on action or
      forbearance from action by such party.

     

    6.13  Resignation
      of Directors.
      The
      Company and Seller shall obtain and deliver to Purchaser at the Closing the
      resignation of each director and officer of the Company.

     

    6.14  Delivery
      of Stock Ledger and Minute Book of the Company.
      Seller
      shall deliver the Company’s stock ledgers and minute books to Purchaser at the
      Closing.

     

    6.15  Certain
      Tax Matters.
       The
      following provisions shall govern the allocation of responsibility as between
      Purchaser and Seller for certain tax matters following the Closing:

     

    6.16  
      (a)Tax
      Indemnification.
      Except
      as otherwise provided herein, Seller shall indemnify the Company and Purchaser
      and hold them harmless from and against any loss, claim, liability, expense,
      or
      other damage attributable to (i) all Taxes (or the non-payment thereof) of
      the Company or for which the Company is liable for all taxable periods ending
      on
      or before the Closing Date and the portion though the end of the Closing Date
      for any taxable period that includes (but does not end on) the Closing Date
      (“Pre-Closing
      Tax Period”),
      including any Corporate Tax Liability Amount in excess of any Corporate Tax
      Liability Amount set off against the Holdback Amount pursuant to this Agreement,
      (ii) all Taxes of any member of an affiliated, consolidated, combined or
      unitary group of which the Company (or any predecessor of any of the foregoing)
      is or was a member on or prior to the Closing Date, including pursuant to
      Treasury Regulation §1.1502-6 or any analogous or similar Law, and
      (iii) any and all Taxes of any Person (other than the Company) imposed on
      the Company as a transferee or successor, by Contract or pursuant to any Law,
      which Taxes relate to an event or transaction occurring before the Closing;
      provided however, that in the case of clauses (i), (ii) and (iii) above, Seller
      shall not be liable to the extent that such Taxes do not exceed the amount,
      if
      any, reserved for such Taxes (excluding any reserve for deferred Taxes
      established to reflect timing differences between book and income Tax income)
      on
      the Closing Balance Sheet as finalized (rather than in any notes thereto) and
      taken into account in determining any adjustment to the Purchase Price pursuant
      to Section 1.4 or Section 1.6. Seller shall reimburse Purchaser for
      any Taxes of the Company that are the responsibility of Seller pursuant to
      this
      Section 6.11(b) within fifteen (15) Business Days after written demand therefor
      and payment of such Taxes by Purchaser or the Company.
      In the
      case of any claim for Tax indemnification for Taxes determined to be payable
      by
      the Company or a successor thereto, the indemnity obligation under this
      Section 6.11 shall be interpreted as running from Seller to the Company
      and, if it cannot be so characterized, it shall be considered to be a Purchase
      Price adjustment under this Agreement.

     

    
      
        
        

      

      
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    (b) Straddle
      Period.
      In the
      case of any taxable period that includes (but does not end on) the Closing
      Date
      (a “Straddle
      Period”),
      the
      amount of any Taxes shall be determined based on an interim closing of the
      books
      as of the close of business on the Closing Date (and for such purpose, the
      taxable period of any partnership or other pass-through entity in which the
      Company holds a beneficial interest shall be deemed to terminate at such time)
      but excluding any transaction occurring outside the ordinary course of business
      after the Closing. 

     

    (c) Responsibility
      for Filing Certain Tax Returns.
      Purchaser shall prepare or cause to be prepared and file or cause to be filed
      all Tax Returns for the Company that are filed after the Closing Date for
      Pre-Closing Tax Periods and Straddle Periods, other than income Tax Returns
      with
      respect to periods for which a consolidated, unitary or combined income Tax
      Return of Seller will include the operations of the Company. All such Tax
      Returns shall use the same Tax accounting methods and Tax elections as used
      by
      the Company for the immediately preceding taxable period, except as otherwise
      required by Law or agreed by Purchaser and Seller. Purchaser shall submit to
      Seller a draft of each such Tax Return at least thirty (30) days (in the case
      of
      any income Tax Return) or ten (10) days (in the case of any sales Tax Return)
      prior to the due date (taking into account any extensions thereof), together
      with Purchaser’s calculation of the Tax for the Pre-Closing Tax Period and the
      details supporting such calculation. Such draft Tax Return and calculation
      shall
      be subject to Seller’s review and approval, which review and approval shall not
      be unreasonably withheld, delayed or conditioned. Seller shall have fifteen
      (15)
      days (in the case of an income Tax Return) or 5 days (in the case of a sales
      Tax
      Return) after receipt of such draft Tax Return and calculation (with supporting
      details) to notify Purchaser of any disagreement with such draft Tax Return
      and/or calculation. If Seller timely notifies Purchaser of any such
      disagreement, Purchaser and Seller shall proceed in good faith to attempt to
      resolve such disagreement. If they do not resolve such disagreement by the
      due
      date (including extensions) for the filing of such Tax Return, Purchaser shall
      cause the Tax Return to be filed, and the Arbitrator shall be retained to
      resolve such disagreement. The principles of Section 1.4(d) with respect to
      the effect of the Arbitrator’s determination and the payment of the fees and
      expenses of the Arbitrator shall apply. If a Tax Return prepared in accordance
      with the Arbitrator’s determination would differ from the Tax Return as filed,
      Purchaser either shall cause the Company to file an amended Tax Return
      consistent with such determination or shall indemnify Seller from any Losses
      it
      may incur if such amended Tax Return is not filed.

     

    (d) Cooperation
      on Tax Matters.

     

    (i) Purchaser,
      the Company and Seller shall cooperate fully, as and to the extent reasonably
      requested by the other party, in connection with the filing of Tax Returns
      for
      all periods that begin before the Closing and any audit, litigation or other
      Action or Proceeding with respect to Taxes. Such cooperation shall include
      the
      retention and (upon the other party’s request) the provision of records and
      information which are reasonably relevant to any such audit, litigation or
      other
      Action or Proceeding and making employees available on a mutually convenient
      basis to provide additional information and explanation of any material provided
      hereunder. Purchaser, the Company and Seller agree (A) to retain all Books
      and
      Records with respect to Tax matters pertinent to the Company relating to any
      taxable period beginning before the Closing until the expiration of the statute
      of limitations (and, to the extent notified by Purchaser or Seller, any
      extensions thereof) of the respective taxable periods, and to abide by all
      record retention agreements entered into with any taxing authority, and (B)
      to
      give the other party reasonable written notice prior to transferring, destroying
      or discarding any such Books and Records and, if the other party so requests,
      Purchaser, the Company or Seller, as the case may be, shall allow the other
      party to take possession of such Books and Records.

     

    
      
        
        

      

      
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    (ii) Purchaser
      and Seller further agree, upon request, to use their best efforts to obtain
      any
      certificate or other document from any Governmental or Regulatory Authority
      or
      any other Person as may be necessary to mitigate, reduce or eliminate any Tax
      that could be imposed with respect to the Company or the transaction
      contemplated hereby.

     

    (iii) Purchaser
      and Seller further agree, upon request, to provide the other party with all
      information that either party may be required to report pursuant to
      Section 6043 of the Internal Revenue Code and all Treasury Department
      Regulations promulgated thereunder.

     

    (e) Tax
      Sharing Agreements.
      All Tax
      sharing agreements or similar agreements with respect to or involving the
      Company and Seller or any of its Affiliates shall be terminated as of the
      Closing Date and, after the Closing Date, the Company shall not be bound thereby
      or have any Liability or be entitled to any benefit thereunder.

     

    (f) Certain
      Other Taxes.
      All
      transfer, documentary, sales, use, stamp, registration and other such Taxes
      and
      fees (including any penalties and interest) incurred in connection with the
      transactions contemplated by this Agreement, shall be paid by Seller, and Seller
      will, at its own expense, file all necessary Tax Returns and other documentation
      with respect to all such transfer, documentary, sales, use, stamp, registration
      and other such Taxes and fees, and, if required by applicable Law, each of
      Purchaser, Seller and the Company will, and will cause its Affiliates to, join
      in the execution of any such Tax Returns and other documentation.

     

    (g) Tax
      Elections and Returns.
      Seller
      shall not, without the prior written consent of Purchaser, permit the Company
      to
      make any Tax election other than in the ordinary course of business and
      consistent with past practice, change any Tax election, adopt any Tax accounting
      method other than in the ordinary course of business and consistent with past
      practice, change any Tax accounting method, file any Tax Return (other than
      any
      estimated Tax Returns, payroll Tax Returns or sales Tax Returns), enter into
      any
      closing agreement, settle any Tax claim or assessment, or consent to any Tax
      claim or assessment.

     

    6.17  General
      Release.
      Effective as of the Closing, Seller voluntarily, knowingly and irrevocably
      releases and forever discharges the Company and its Subsidiaries, Purchaser
      and
      their respective officers, directors, employees and Affiliates from any and
      all
      actions, agreements, amounts, claims, damages, expenses, liabilities and
      obligations of every kind, nature or description, known or unknown, arising
      or
      existing prior to the Closing against the Company or its Subsidiaries, except
      for (a) any rights of Seller under this Agreement and any other agreements
      contemplated by this Agreement to be executed at or prior to Closing, including
      employment and consulting agreements, and (b) any claim for compensation or
      employee benefits accrued but not paid prior to the Closing Date.

     

    
      
        
        

      

      
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    6.18  Equity
      Incentive Plan.
      The
      Proxy Statement of the Purchaser will present an equity incentive plan (the
      “Equity
      Incentive Plan”)
      substantially in the form and substance set forth in Schedule
      I
      attached
      hereto for approval at the CHAC Shareholders’ Meeting. CHAC shall use its
      reasonable best efforts to ensure that, after the Closing, the number of
      Purchaser shares of common stock issuable under the Equity Incentive Plan shall
      constitute fifteen percent (15%) of the total issued share capital of the
      Purchaser on a fully-diluted basis from time to time.

     

    6.19 Waiver
      of Claims against Trust.
      Seller
      and the Company agree to waive any right, title, interest or claim (now existing
      or hereafter arising) of any kind in or to any monies held in the trust account
      pursuant to the trust agreement between Purchaser and American Stock Transfer
      and Trust Company for the benefit of the stockholders of the Purchaser or
      distributed therefrom. 

     

    6.20 Actions
      Required Prior to Closing.
      Prior
      to Closing Seller agrees to take such actions as Purchaser deems necessary
      or
      advisable to eliminate those relationships between Seller and Seller's
      Affiliates on the one hand and the Company and its Subsidiaries on the other
      hand  to comply with the requirements of  the US Sarbanes Oxley 
Act of 2002 as well as customary standards applicable to US public companies
      as
      requested by Purchaser and to address such further matters as Purchaser deems
      reasonably appropriate for consummation of the acquisition by a US publicly
      traded company.

     

    ARTICLE
      7

    CONDITIONS
      TO CLOSING

     

    7.1  Conditions
      to Obligations of Each Party to Effect the Acquisition.
      The
      respective obligations of each party to this Agreement to effect the Acquisition
      shall be subject to the satisfaction at or prior to the Closing of the following
      conditions:

     

    (a)  Governmental
      and Regulatory Approvals.
      Approvals from any Governmental or Regulatory Authority (if any) necessary
      for
      consummation of the transactions contemplated hereby shall have been
      obtained.

     

    (b)  No
      Injunctions or Regulatory Restraints; Illegality.
      No
      temporary restraining order, preliminary or permanent injunction or other Order
      issued by any court of competent jurisdiction or other Governmental or
      Regulatory Authority or other legal or regulatory restraint or prohibition
      preventing the consummation of the Acquisition shall be in effect; nor shall
      there be any Law or Order enacted, entered, enforced or deemed applicable to
      the
      Acquisition or the other transactions contemplated by the terms of this
      Agreement that would (i) prohibit the consummation of the Acquisition or require
      Purchaser to hold separate the assets of the Company, (ii) prohibit or restrict
      Purchaser from exercising full voting rights with respect to its shares of
      capital stock of the Company or (iii) permit consummation of the Acquisition
      only if certain divestitures were made or if Purchaser were to agree to
      limitations on its or its Subsidiaries’ business activities or
      operations.

     

    
      
        
        

      

      
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    (c)  Approval
      by Purchaser's Shareholders.
      This
      Agreement and the transactions contemplated hereby shall have been approved
      by
      required vote of the shareholders of the Purchaser in accordance with the
      Purchaser's Articles of Incorporation and the holders of 20% or more of the
      outstanding shares of common stock held by the public shall not have elected
      to
      convert their shares to cash pursuant to Purchaser's Articles of
      Incorporation.

     

    7.2  Additional
      Conditions to Obligations of Seller.
      The
      obligations of Seller to consummate the Acquisition and the other transactions
      contemplated by this Agreement shall be subject to the satisfaction at or prior
      to the Closing of each of the following conditions, any of which may be waived,
      in writing, exclusively by Seller:

     

    (a)  Representations
      and Warranties.
      The
      representations and warranties of Purchaser contained in this Agreement shall
      be
      accurate in all material respects (except for those representations and
      warranties that are by their terms qualified by a standard of materiality,
      which
      representations and warranties shall be true and correct in all respects) as
      of
      the date of this Agreement and as of the Closing as if made on and as of the
      Closing (other than any such representations and warranties which by their
      express terms are made solely as of a specified earlier date, which shall be
      accurate as of such specified earlier date).

     

    (b)  Performance.
      Purchaser shall have performed and complied with in all material respects each
      agreement, covenant and obligation required by this Agreement to be so performed
      or complied with by Purchaser at or before the Closing.

     

    (c)  Closing
      Certificate.
      Purchaser shall have delivered to Seller a certificate, dated the date of the
      Closing and executed by a duly authorized officer, to the effect that each
      of
      the conditions specified in Sections 7.2(a)
      and
(b)
      above is
      satisfied in all respects.

     

    (d)  Stock
      Consideration.
      Purchaser shall have duly and validly authorized and issued the Closing Payment
      to Seller.

     

    (e)  Delaware
      Business Combination Statute.
      The
      Purchaser shall have taken all action necessary to exempt the Seller from the
      application of the definition of "interested stockholder" under Section 203
      of
      the Delaware General Corporation Law.

     

    7.3  Additional
      Conditions to the Obligations of Purchaser.
      The
      obligations of Purchaser to consummate the Acquisition and the other
      transactions contemplated by this Agreement shall be subject to the satisfaction
      at or prior to the Closing of each of the following conditions, any of which
      may
      be waived, in writing, exclusively by Purchaser:

     

    (a)  Representations
      and Warranties.
      The
      representations and warranties of Seller and the Company contained in this
      Agreement shall be accurate in all material respects (except for those
      representations and warranties that are by their terms qualified by a standard
      of materiality, which representations and warranties shall be true and correct
      in all respects) as of the date of this Agreement and as of the Closing as
      if
      made on and as of the Closing (other than representations and warranties which
      by their express terms are made as of a specified earlier date, which shall
      be
      accurate as of such specified earlier date).

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

       

    

    (b)  Performance.
      Seller
      and the Company shall have performed and complied with in all material respects
      each agreement, covenant or obligation required by this Agreement to be so
      performed or complied with by Seller or the Company, as the case may be, at
      or
      before the Closing.

     

    (c)  Closing
      Certificate.
      Seller
      and the Company shall have delivered to Purchaser a certificate, dated the
      date
      of the Closing, to the effect that each of the conditions specified in Sections
      7.3(a),
      (b),
      (e), (f) and (g) is satisfied in all respects.

     

    (d)  Legal
      Opinion.
      Purchaser shall have received a legal opinion from Zhang Jianchang of Beijing
      Jindi Law Firm, counsel to Seller and the Company, in the form attached hereto
      as Exhibit A.

     

    (e)  Approvals;
      Customer Interviews.
      

     

    (i)  Approvals,
      if any, from any Person necessary for consummation of the transactions
      contemplated hereby shall have been obtained, including any Approvals required
      to be disclosed in Schedule
      2.6(c).

     

    (ii)  Purchaser
      shall have completed to its satisfaction, in its sole discretion, interviews
      (including conversations regarding the Acquisition) with the customers of the
      Company listed on Schedule7.3(e)(ii).

     

    (f)  Material
      Adverse Effect.
      There
      shall have not have occurred any Material Adverse Effect since the date
      hereof.

     

    (g)  Stock
      Certificates.
      Seller
      shall have delivered to Purchaser the certificate or certificates representing
      all of the issued and outstanding Company Stock, duly endorsed in blank, or
      accompanied by a duly executed blank stock power.

     

    (h)  Due
      Diligence, Etc.
      Purchaser shall, in its sole discretion, be satisfied with the results of its
      due diligence regarding the Seller and the Company, including the manner in
      which the related party transactions among the Company and its Subsidiaries,
      on
      the one hand and the Seller and Seller's Affiliates, on the other hand have
      been
      addressed as contemplated by Section 6.20.

     

    
      
        
        

      

      
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    ARTICLE
      8

    SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

     

    8.1  Survival
      of Representations and Warranties and Covenants.
      Except
      for the representations and warranties set forth in Sections 2.2,
      2.3,
      2.17,,
      3.1,
      3.2
      and
4.2
      (which
      shall survive the Closing and continue forever), and Sections 2.11 and 2.14
      (which shall survive the Closing and continue until the applicable statute
      of
      limitations has expired), all of the representations and warranties contained
      in
      this Agreement or in any instrument delivered pursuant to this Agreement shall
      survive the Closing and continue until the third
      anniversary
      of the Closing Date. Except in the event an “Indemnified Party” (as defined
      below) makes a written claim for indemnification against an “Indemnifying Party”
(as defined below) prior to such expiration, no Action or Proceeding may be
      instituted to enforce, or seek damages or other remedies with respect to the
      breach of, any representation or warranty after the expiration of the period
      of
      survival for such representation or warranty as described above. Subject
      to Section 9.2 hereof, the covenants and agreements set forth in this
      Agreement shall survive indefinitely unless a different term is expressly
      provided for herein. 

     

    8.2  Indemnification.

     

    (a)  Seller
      and the Company shall, jointly and severally, before the Closing, and Seller
      shall, after the Closing, indemnify and hold harmless Purchaser, its Affiliates
      (including, after the Closing, the Company), and their respective officers,
      directors, agents, successors and assigns (“Purchaser
      Indemnified Parties”)
      from
      and against any and all Liabilities, losses, damages of any kind, claims, costs,
      expenses, fines, fees, deficiencies, interest, awards, judgments, amounts paid
      in settlement and penalties (including attorneys’, consultants’ and experts’
fees and expenses and other costs of defending, investigating or settling
      claims) actually suffered or incurred by them (including in connection with
      any
      action brought or otherwise initiated by any of them) (hereinafter,
“Loss(es)”)
      arising out of or resulting from:

     

    (i)  any
      inaccuracy in or breach of any representation or warranty of Seller or the
      Company, as of the date of this Agreement and as if such representation or
      warranty were made on and as of the Closing Date, contained in this Agreement
      or
      in the Ancillary Agreements or any other instrument delivered pursuant to this
      Agreement;

     

    (ii)  any
      breach of any covenant or agreement made by Seller or the Company in this
      Agreement or in the Ancillary Agreements or any other instrument delivered
      pursuant to this Agreement, other than any covenant or agreement to be performed
      by the Company after the Closing;

     

    (iii)  Seller’s
      indemnification obligations under Section 6.15;

     

    (b)  Purchaser
      shall indemnify and hold harmless Seller and his Affiliates, successors and
      assigns (“Seller
      Indemnified Parties”)
      from
      and against any and all Losses arising out of or resulting from:

     

    (i)  any
      inaccuracy in or breach of any representation or warranty of Purchaser, as
      of
      the date of this Agreement and as if such representation or warranty were made
      on and as of the Closing Date, contained in this Agreement or in the Ancillary
      Agreements or any other instrument delivered pursuant to this Agreement;
      or

     

    (ii)  any
      breach of any covenant or agreement made by Purchaser in this Agreement or
      in
      the Ancillary Agreements or any other instrument delivered pursuant to this
      Agreement.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

       

    

    8.3  Third
      Party Claim Indemnification Procedures.

     

    (a)  The
      obligations and Liabilities of any Person required to provide indemnification
      under this Article 8
      (each,
      an “Indemnifying
      Party”)
      with
      respect to Losses arising from claims of any third party which are subject
      to
      the indemnification provided for in this Article 8
      (“Third
      Party Claims”)
      shall
      be governed by and contingent upon the terms and conditions set forth in this
      Section 8.3.
      If any
      Person entitled to indemnification pursuant to Section 8.2(a)
      or
8.2(b)
      (an
“Indemnified
      Party”)
      shall
      receive notice of any Third Party Claim, the Indemnified Party shall give the
      Indemnifying Party notice of such Third Party Claim within ten (10) days of
      the
      receipt by the Indemnified Party of such notice; provided, however, that the
      failure to provide such notice shall not release the Indemnifying Party from
      any
      of its respective obligations under this Article 8
      except
      to the extent that the Indemnifying Party is materially prejudiced by such
      failure. The notice of claim shall describe in reasonable detail the facts
      known
      to the Indemnified Party giving rise to such indemnification claim, and the
      amount or good faith estimate of the amount arising therefrom.

     

    (b)  The
      Indemnifying Party shall be entitled to assume and control the defense of a
      Third Party Claim at its expense and through counsel of its choice (such counsel
      to be reasonably acceptable to the Indemnified Party) if it gives notice of
      its
      intention to do so to the Indemnified Party within fifteen (15) days after
      the
      receipt of such notice from the Indemnified Party; provided, however, if there
      exists or is reasonably likely to exist a conflict of interest that would make
      it inappropriate for the same counsel to represent both the Indemnified Party
      and the Indemnifying Party, then the Indemnified Party shall be entitled to
      retain its own counsel, in each jurisdiction for which counsel is required,
      at
      the expense of the Indemnifying Party. In the event that the Indemnifying Party
      exercises the right to undertake any such defense against any such Third Party
      Claim as provided above, the Indemnifying Party shall conduct the defense of
      the
      Third Party Claim actively and diligently and the Indemnified Party shall
      cooperate with the Indemnifying Party in such defense and make available to
      the
      Indemnifying Party at the Indemnifying Party’s expense, all witnesses, pertinent
      records, materials and information in the Indemnified Party’s possession or
      under the Indemnified Party’s control relating thereto as is reasonably required
      by the Indemnifying Party. Similarly, in the event the Indemnified Party is,
      directly or indirectly, conducting the defense against any such Third Party
      Claim, the Indemnifying Party shall cooperate with the Indemnified Party in
      such
      defense and make available to the Indemnified Party, at the Indemnifying Party’s
      expense, all such witnesses, records, materials and information in the
      Indemnifying Party’s possession or under the Indemnifying Party’s control
      relating thereto as is reasonably required by the Indemnified Party. No such
      Third Party Claim may be settled by any party conducting the defense against
      such claim without the prior written consent of the other party, which consent
      shall not be unreasonably withheld, delayed or conditioned.

     

    8.4  Right
      to Set-Off.
      The
      Earnout shall be available to Purchaser to satisfy any payment obligations
      of
      Seller under Section 1.4(e) hereof or indemnification obligations of Seller
      under this Article 8. The rights of Purchaser under this Section 8.4 shall
      be in addition to and not in limitation of any other rights and remedies to
      which Purchaser is or may be entitled under this Agreement or any of the
      Ancillary Agreements, or at law or in equity, including injunctive relief.
      Seller agrees that Purchaser may set-off against any portion of the Earnout
      to
      be delivered to Seller pursuant to Section 1.5 the full amount of any
      Losses required to be paid by such Seller pursuant to this Article 8 or
      pursuant to Section 1.4(e) hereof. If the amount of the Earnout is set-off
      against in accordance with the preceding sentence is less than any Losses,
      written notice of a request for additional payment in cash to satisfy any such
      Losses shall be made by Purchaser.

     

    
      
        
        

      

      
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    ARTICLE
      9

    TERMINATION,
      AMENDMENT AND WAIVER

     

    9.1  Termination.
      This
      Agreement may be terminated and the Acquisition abandoned at any time prior
      to
      the Closing:

     

    (a)  by
      mutual
      agreement of Seller and Purchaser;

     

    (b)  by
      Purchaser or Seller if: (i) the Closing has not occurred before 11:59 p.m.
      U.S.
      (Eastern Time) on March 31, 2009 (provided, however, that the right to terminate
      this Agreement under this Section 9.1(b)(i)
      shall
      not be available to any party whose failure, or the failure of any of such
      party’s Affiliates, to fulfill any obligation hereunder has been the cause of,
      or resulted in the failure of the Closing to occur on or before such date);
      (ii)
      there shall be a final nonappealable Order in effect preventing consummation
      of
      the Acquisition; or (iii) there shall be any Law or Order enacted, promulgated
      or issued by any Governmental or Regulatory Authority that would make
      consummation of the Acquisition illegal.

     

    (c)  by
      Purchaser if there shall be any Law or Order enacted, promulgated or issued
      or
      deemed applicable to the Acquisition, by any Governmental or Regulatory
      Authority, which would: (i) prohibit Purchaser’s ownership or operation of all
      or any portion of the Business or Assets or (ii) compel Purchaser to dispose
      of
      or hold separate all or any portion of the Assets as a result of the
      Acquisition;

     

    (d)  by
      Purchaser if it is not in breach of its representations, warranties, covenants
      and agreements under this Agreement and there has been a breach of any
      representation, warranty, covenant or agreement contained in this Agreement
      on
      the part of Seller or the Company and as a result of such breach any of the
      conditions set forth in Section 7.1
      or
      Section 7.3,
      as the
      case may be, would not be satisfied prior to the date specified in Section
      9.1(b)(i);
      and

     

    (e)  by
      Seller
      if it is not in breach of its representations, warranties, covenants and
      agreements under this Agreement and there has been a breach of any
      representation, warranty, covenant or agreement contained in this Agreement
      on
      the part of Purchaser and as a result of such breach any of the conditions
      set
      forth in Section 7.1
      or
      Section 7.2,
      as the
      case may be, would not be satisfied as of the date specified in Section
9.1(b)(i).

     

    9.2  Effect
      of Termination.
      In the
      event of a valid termination of this Agreement as provided in Section
9.1,
      this
      Agreement shall forthwith become void and there shall be no liability or
      obligation on the part of Purchaser, the Company or Seller, or their respective
      officers, directors or stockholders or Affiliates or Associates; provided,
      however, that each party shall remain liable for any breaches of this Agreement
      in accordance with its terms prior to its termination; and provided further
      that, the provisions of Section 6.3
      (except
      for the obligations of Seller and its Affiliates under Sections 6.3(b)
      with
      respect to Confidential Information of the Company), 6.4,
      6.5
      and
9.2,
      Article
10
      (exclusive of Section 10.3)
      and the
      applicable definitions set forth in Article 11
      shall
      remain in full force and effect and survive any termination of this
      Agreement.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    9.3  Amendment.
      This
      Agreement may be amended by the parties hereto at any time by execution of
      an
      instrument in writing signed on behalf of each of the parties
      hereto.

     

    ARTICLE
      10

    MISCELLANEOUS
      PROVISIONS

     

    10.1  Notices.
      All
      notices, requests and other communications hereunder must be in writing and
      will
      be deemed to have been duly given only if delivered personally or by facsimile
      transmission against facsimile confirmation or mailed by a nationally recognized
      overnight courier prepaid, to the parties at the following addresses or
      facsimile numbers:

     

    If
      to
      Purchaser or the Company (after the Closing) to:

     

    China
      Healthcare Acquisition Corp

    1233
      Encino Drive

    Pasadena,
      CA 91108

    Facsimile
      No.: (626) 410-1180

    Attn:
      Chief Executive Officer

     

    with
      a
      copy (which shall not constitute notice) to:

     

    Venable
      LLP

    8010
      Towers Crescent Drive, Suite 300

    Vienna,
      Virginia 22182

    Facsimile
      No.: (703) 821-8949

    Attn:
      Elizabeth R. Hughes, Esq.

     

    If
      to the
      Company (prior to Closing) or Seller:

     

    Ms.
      Wang
      Lahua

    Europe-Asia
      Huadu Environment Holdings Pte., Ltd.

    No.
      8
      Gehu Road, Gaocheng Town, Yixing City,

    Jiangsu,
      China

    


    with
      a
      copy (which shall not constitute notice) to:

     

    Zhang
      Jianchang

    Beijing
      Jindi Law Firm

    No.
      1705
      Ruidu International Centre

    1
      Cuijinbeili, Tongzhou District, Beijing 

    


    
      
        
        

      

      
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    All
      such
      notices, requests and other communications will (a) if delivered personally
      to
      the address as provided in this Section 10.1,
      be
      deemed given upon delivery, (b) if delivered by facsimile transmission to the
      facsimile number as provided for in this Section 10.1,
      be
      deemed given upon facsimile confirmation, and (c) if delivered by overnight
      courier to the address as provided in this Section 10.1,
      be
      deemed given on the earlier of the first Business Day following the date sent
      by
      such overnight courier or upon receipt (in each case regardless of whether
      such
      notice, request or other communication is received by any other Person to whom
      a
      copy of such notice is to be delivered pursuant to this Section 10.1).
      Any
      party from time to time may change its address, facsimile number or other
      information for the purpose of notices to that party by giving notice in the
      manner provided herein specifying such change to the other party
      hereto.

    


    10.2  Entire
      Agreement.
      This
      Agreement and the Exhibits and Schedules hereto, including the Non-disclosure
      Agreement to the extent incorporated herein by reference pursuant to Section
      6.3(a) hereof, constitute the entire Agreement among the parties with respect
      to
      the subject matter hereof and supersede all prior agreements and understandings,
      both written and oral, among the parties with respect to the subject matter
      hereof
      (including the Letter of Intent dated April 25, 2008 between the Company and
      Purchaser).

     

    10.3  Further
      Assurances; Post-Closing Cooperation.
      At any
      time or from time to time after the Closing, each party shall execute and
      deliver to the other parties such other documents and instruments, provide
      such
      materials and information and take such other actions as the other party may
      reasonably request to consummate the transactions contemplated by this Agreement
      and otherwise to cause the other party to fulfill its obligations under this
      Agreement and the transactions contemplated hereby. Each party agrees to
      cooperate in causing the conditions to its obligations to consummate the
      Acquisition to be satisfied.

     

    10.4  Waiver.
      Any
      term or condition of this Agreement may be waived at any time by the party
      that
      is entitled to the benefit thereof, but no such waiver shall be effective unless
      set forth in a written instrument duly executed by or on behalf of the party
      waiving such term or condition. No waiver by any party of any term or condition
      of this Agreement, in any one or more instances, shall be deemed to be or
      construed as a waiver of the same or any other term or condition of this
      Agreement on any future occasion. All remedies, either under this Agreement
      or
      by Law or otherwise afforded, will be cumulative and not
      alternative.

     

    10.5  Third-Party
      Beneficiaries.
      Except
      as expressly provided herein,
      the
      terms and provisions of this Agreement are intended solely for the benefit
      of
      each party hereto and their respective successors or permitted assigns, and
      it
      is not the intention of the parties to confer third-party beneficiary rights,
      and this Agreement does not confer any such rights, upon any other Person other
      than any Person entitled to indemnity under Article
      8.

     

    10.6  Headings.
      The
      headings used in this Agreement have been inserted for convenience of reference
      only and do not define or limit the provisions hereof.

     

    10.7  Invalid
      Provisions.
      If any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under any present or future Law, and if the rights or obligations of any party
      hereto under this Agreement will not be materially and adversely affected
      thereby, (a) such provision will be fully severable, (b) this Agreement will
      be
      construed and enforced as if such illegal, invalid or unenforceable provision
      had never comprised a part hereof, (c) the remaining provisions of this
      Agreement will remain in full force and effect and will not be affected by
      the
      illegal, invalid or unenforceable provision or by its severance herefrom and
      (d)
      in lieu of such illegal, invalid or unenforceable provision, there will be
      added
      automatically as a part of this Agreement a legal, valid and enforceable
      provision as similar in terms to such illegal, invalid or unenforceable
      provision as may be possible.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

       

    

    10.8  Governing
      Law.
      This
      Agreement, any Ancillary Agreements and any other closing documents shall be
      governed by and construed in accordance with the laws of the State of Delaware,
      without giving effect to its principles or rules regarding conflicts of laws.
      

     

    10.9  Arbitration.

     

    (a)
       Any
      dispute, controversy or claim arising out of or relating to this Agreement,
      or
      the interpretation, breach, termination or validity hereof, shall first be
      subject to resolution through consultation of the parties to such dispute,
      controversy or claim. Such consultation shall begin within seven (7) days after
      one party hereto has delivered to the other parties involved a written request
      for such consultation. If within thirty (30) days following the commencement
      of
      such consultation the dispute cannot be resolved, the dispute shall be submitted
      to arbitration upon the request of any party with notice to the other parties.
      

    


    (b)
       The
      arbitration shall be conducted in Singapore
      under
      the auspices of the Singapore International Arbitration Centre (the “Centre”).
      There shall be three arbitrators. The complainant and the respondent to such
      dispute shall each select one arbitrator within thirty (30) days after giving
      or
      receiving the demand for arbitration. Such arbitrators shall be freely selected,
      and the Parties shall not be limited in their selection to any prescribed list.
      The Chairman of the Centre shall select the third arbitrator, who shall be
      qualified to practice Law in the State of New York. If either party to the
      arbitration does not appoint an arbitrator who has consented to participate
      within thirty (30) days after selection of the first arbitrator, the relevant
      appointment shall be made by the Chairman of the Centre.

    


    (c)
       The
      arbitration proceedings shall be conducted in English. The arbitration tribunal
      shall apply the UNCITRAL Arbitration Rules in effect at the time of the
      arbitration. However, if such rules are in conflict with the provisions of
      this
      Section 10.09 including the provisions concerning the appointment of
      arbitrators, the provisions of this Section 10.09 shall
      prevail.

    


    (d)
       The
      arbitrators shall decide any dispute submitted by the parties to the arbitration
      strictly in accordance with the substantive Law of the State of Delaware and
      shall not apply any other substantive law.

    


    (e)
       Each
      party hereto shall cooperate with the others in making full disclosure of and
      providing complete access to all information and documents requested by the
      others in connection with such arbitration proceedings, subject only to any
      confidentiality obligations binding on such party.

    


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    (f)
       The
      award
      of the arbitration tribunal shall be final and binding upon the disputing
      parties, and any party may apply to a court of competent jurisdiction for
      enforcement of such award.

    


    (g)
       Each
      party shall cooperate and use their respective best efforts to take all actions
      reasonably required to facilitate the prompt enforcement in any jurisdiction
      of
      any arbitration award made by the tribunal.

    


    (h)
       A
      party
      (in the case of the Purchaser, being the Chief Executive Officer acting on
      behalf of the Purchaser) shall be entitled to seek preliminary injunctive
      relief, if possible, from any court of competent jurisdiction pending the
      constitution of the arbitral tribunal.

    


    10.10  Construction.
      The
      parties hereto agree that this Agreement is the product of negotiation between
      sophisticated parties and individuals, all of whom were represented by counsel,
      and each of whom had an opportunity to participate in and did participate in,
      the drafting of each provision hereof. Accordingly, ambiguities in this
      Agreement, if any, shall not be construed strictly or in favor of or against
      any
      party hereto, but rather shall be given a fair and reasonable construction
      without regard to the rule of contra proferentem.

     

    10.11  Counterparts;
      Facsimiles.
      This
      Agreement may be executed in any number of counterparts, each of which will
      be
      deemed an original, but all of which together will constitute one and the same
      instrument. The
      exchange of copies of this Agreement and of signature pages by facsimile or
      electronic data file transmission shall constitute effective execution and
      delivery of this Agreement as to the parties and may be used in lieu of the
      original Agreement for all purposes (and such signatures of the parties
      transmitted by facsimile shall be deemed to be their original signatures for
      all
      purposes).

     

    10.12    
      Specific
      Performance.
      The
      parties hereto agree that irreparable damage would occur in the event that
      any
      of the provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. Notwithstanding Section 10.8,
      it is
      agreed that the parties shall be entitled to an injunction or injunctions to
      prevent breaches of this Agreement and to enforce specifically the terms and
      provisions hereof in any court of the United States or any state having
      jurisdiction, this being in addition to any other remedy to which they are
      entitled at law or in equity. Nothing in Article 8
      shall be
      construed or interpreted to limit this Section 10.12.

     

    ARTICLE
      11

    DEFINITIONS

     

    11.1  Definitions.
      As used
      in this Agreement, the following defined terms shall have the meanings indicated
      below:

     

    “Acquisition”
shall
      have the meaning set forth in Recital B of this Agreement.

    


    “Actions
      or Proceedings”
means
      any action, suit, complaint, subpoena, petition, investigation, proceeding,
      arbitration, mediation, litigation or Governmental or Regulatory Authority
      investigation, audit, document request or other proceeding, whether civil or
      criminal, in law or in equity, or before any arbitrator or Governmental or
      Regulatory Authority.

    


    
      
        
        

      

      
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    “Affiliate”
means,
      as applied to any Person, any other Person directly or indirectly controlling,
      controlled by or under common control with, that Person. For the purposes of
      this definition, “control” (including with correlative meanings, the terms
“controlling”, “controlled by”, and “under common control with”) as applied to
      any Person, means the possession, directly or indirectly, of the power to direct
      or cause the direction of the management and policies of that Person, whether
      through ownership of voting securities or by contract or otherwise.

    


    “Agreement”
means
      this Stock Purchase Agreement, including (unless the context otherwise requires)
      the Exhibits, the Schedules and the certificates and instruments delivered
      in
      connection herewith, or incorporated by reference, as the same may be amended
      or
      supplemented from time to time in accordance with the terms hereof.

    


    “Ancillary
      Agreements”
shall
      have the meaning set forth in Section 2.2.
      

    


    “Appraiser”
shall
      have the meaning set forth in Section 6.11(h).

    


    “Approval”
means
      any approval, authorization, consent, novation, Permit, qualification or
      registration, or any waiver of any of the foregoing, required to be obtained
      from or made with, or any notice, statement or other communication required
      to
      be filed with or delivered to, any Governmental or Regulatory Authority or
      any
      other Person.

    


    “Arbitrator”
shall
      have the meaning set forth in Section 1.4(d).

    


    “Assets”
shall
      mean all assets and properties of the Company of every kind, nature, character
      and description (whether real, personal or mixed, whether tangible or
      intangible, whether absolute, accrued, contingent, fixed or otherwise and
      wherever situated), including the goodwill related thereto, operated, used,
      owned, licensed or leased by the Company, including cash, cash equivalents,
      Investment Assets, accounts and notes receivable, chattel paper, documents,
      instruments, general intangibles, real estate, equipment, inventory, goods
      and
      Intellectual Property.

    


    “Associate”
means,
      with respect to any Person, any corporation or other business organization
      of
      which such Person is an officer or partner or is the beneficial owner, directly
      or indirectly, of ten percent (10%) or more of any class of equity securities,
      any trust or estate in which such Person has a substantial beneficial interest
      or as to which such Person serves as a trustee or in a similar capacity and
      any
      relative or spouse of such Person, or any relative of such spouse, who has
      the
      same home as such Person.

    


    “Books
      and Records”
means
      all files, documents, instruments, papers, books and records relating to the
      Business, including financial statements, internal reports, Tax Returns and
      related work papers and letters from accountants, budgets, pricing guidelines,
      ledgers, journals, deeds, title policies, minute books, stock certificates
      and
      books, stock transfer ledgers, Contracts, Licenses, customer lists, computer
      files and programs (including data processing files and records), retrieval
      programs, operating data and plans and environmental studies and
      plans.

    


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    “Business”
means
      the business of the Company and its Subsidiaries as such business is presently
      conducted and has been conducted in the past.

    


    “Business
      Combination”
means,
      with respect to any Person, (a) any merger, consolidation, share exchange,
      reorganization or other business combination transaction to which such Person
      is
      a party, (b) any sale, or other disposition of all or substantially all of
      the
      capital stock or other equity interests of such Person, (c) any tender offer
      (including a self tender), exchange offer, recapitalization, restructuring,
      liquidation, dissolution or similar or extraordinary transaction, (d) any sale,
      dividend or other disposition of all or a substantial portion of the assets
      of
      such Person (including by way of exclusive license or joint venture formation)
      other than sales of inventory and the granting of licenses in the ordinary
      course of such Person’s business, or (e) the entering into of any agreement or
      understanding, the granting of any rights or options, or the acquiescence of
      such Person, to do any of the foregoing.

    


    “Business
      Day”
means
      a
      day other than Saturday, Sunday or any day on which banks located in the
      Commonwealth of Virginia are authorized or obligated to close.

    


    “Closing”
shall
      have the meaning set forth in Section 1.2.

    


    “Closing
      Assets”
shall
      have the meaning set forth in Section 1.4(a).

    


    “Closing
      Balance Sheet”
shall
      have the meaning set forth in Section 1.4(a).

    


    “Closing
      Cash Balances”
shall
      have the meaning set forth in Section 1.4(a).

    


    “Closing”
shall
      have the meaning set forth in Section 1.2.

    


    “Closing
      Date”
shall
      have the meaning set forth in Section 1.2.

    


    “Closing
      Payment”
shall
      have the meaning set forth in Section 1.3(a).

    


    “Closing
      Working Capital Amount”
shall
      have the meaning set forth in Section 1.4(a).

    


    “Commercially
      Available Programs”
shall
      have the meaning set forth in Section 2.17(c).

    


    “Company”
shall
      mean the Company and its consolidated subsidiaries.

    


    “Company
      Expenses”
shall
      have the meaning set forth in Section 6.4.

     

    “Company
      Financials”
shall
      have the meaning set forth in Section 2.7.

    


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

       

    

    “Company
      Intellectual Property”
shall
      mean any and all Intellectual Property that is owned by or in the name of the
      Company or its Subsidiaries or to which the Company or its Subsidiaries is
      entitled to an assignment, including the copyrights and other Intellectual
      Property in and to the Company Software and Systems, and all trade names and
      trade name rights, service marks and service mark rights (whether or not
      registered), service names and service name rights associated therewith,
      including Company Registered Intellectual Property.

    


    “Company
      Registered Intellectual Property”
means
      all Registered Intellectual Property owned by or in the name of the Company
      or
      any of its Subsidiaries, or to which any of them is entitled to an assignment,
      including the provisional patent applications set forth in
      Schedule 2.18(a).

    


    “Company
      Options”
means
      any Option to purchase or otherwise acquire Company Stock.

    


    “Company
      Software and Systems”
shall
      have the meaning set forth in Section 2.18(c).

    


    “Company
      Stock”
shall
      have the meaning set forth in Section 2.3(a).

    


    “Company’s
      Permits”
shall
      have the meaning set forth in Section 2.13(b).

    


    “Competing
      Proposed Transaction”
shall
      have the meaning set forth in Section 5.2.

    


    “Confidential
      Information of Purchaser”
shall
      have the meaning set forth in Section 6.3(b).

    


    “Confidential
      Information of the Company”
shall
      have the meaning set forth in Section 6.3(b).

    


    “Contract”
means
      any agreement, note, bond, mortgage, contract, license, lease, sublease,
      covenant, commitment, statement of work, power of attorney, proxy, indenture,
      or
      other written or oral agreement or arrangement, including any Government
      Contract
      involving the payment or receipt by the Company of more than RMB ___ or
      involving obligations binding the Company for more than 1 year.

    


    “Debt”
means
      all of the Company’s indebtedness and other liabilities, excluding accounts
      payable arising in the ordinary course of business, and including without
      duplication: (A) all liabilities for money borrowed and indebtedness evidenced
      by notes, debentures, bonds or other similar instruments; (B) all obligations
      issued or assumed as the deferred purchase price of property, all conditional
      sale obligations, all obligations under any title retention agreement, and
      all
      obligations in respect of earnout payments or contingent payments related to
      the
      acquisition of assets or businesses; (C) all obligations for the reimbursement
      of any obligor on any letter of credit, banker’s acceptance or similar credit
      transaction (other than obligations with respect to letters of credit securing
      obligations (other than obligations described in clauses (A) and (B) above)
      entered into in the ordinary course of business to the extent such letters
      of
      credit are not drawn upon); (D) all obligations to pay rent or other amounts
      under any lease of (or other arrangement conveying the right to use) real or
      personal property, or a combination thereof, which obligations are required
      to
      be classified and accounted for as capital leases on a balance sheet under
      GAAP,
      and the amount of such obligations will be the capitalized amount thereof
      determined in accordance with GAAP; (E) the amount of any dividends declared
      but
      not yet paid; (F) all obligations of the type referred to in this definition
      of
      Debt of other Persons for which the Company is responsible or liable as obligor,
      guarantor, or otherwise; (G) all obligations of the type referred to in this
      definition of Debt of other Persons secured by any Lien on any property or
      asset
      of the Company (whether or not such obligation is assumed by the Company);
      and
      (H) all penalty payments, premiums, charges, yield maintenance amounts and
      other
      expenses relating to the prepayment of any obligations of the types referred
      to
      in this definition of Debt.

    


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    “Earnout”
shall
      have the meaning set forth in Section 1.3(a).

    


    “Earnout
      Period”
shall
      have the meaning set forth in Section 1.5(a).

    


    “Earnout
      Proposal”
shall
      have the meaning set forth in Section 1.5(c).

    


    “Earnout
      Termination Date”
shall
      have the meaning set forth in Section 1.5(a).

    


    “Employment
      Agreement”
shall
      have the meaning set forth in Section 7.3(j).

    


    “Environmental
      Law”
means
      any federal, state, local or foreign environmental, health and safety or other
      Law relating to Hazardous Materials, including the Comprehensive, Environmental
      Response Compensation and Liability Act, the Clean Air Act, the Federal Water
      Pollution Control Act, the Solid Waste Disposal Act, the Federal Insecticide,
      Fungicide and Rodenticide Act.

    


    “Equipment”
means
      (i) all furniture, fixtures, vehicles, furnishings, molds, toolings, parts,
      tools, dials, jigs, patterns, office equipment, machine tools and other items
      of
      equipment owned or leased by the Company that are used presently or are used
      on
      the Closing Date by the Company in the conduct of the Business; (ii) all
      computers, computer support equipment and software, telephone and communication
      systems and security systems owned or leased by the Company that are presently
      used or used on the Closing Date by the Company in the conduct of the Business;
      (iii) all other furniture, supplies, maintenance equipment and other incidental
      tangible personal property owned or leased the Company that are presently used
      or are used on the Closing Date by the Company in the conduct of the Business;
      and (iv) all other items of tangible personal property owned or leased by the
      Company that are presently used or used on the Closing Date by the Company
      in
      the conduct of the Business. 

    


    “Equity
      Equivalents”
means
      securities (including Options to purchase any shares of Company capital stock)
      which, by their terms, are or may be exercisable, convertible or exchangeable
      for or into common stock, preferred stock or other securities at the election
      of
      the holder thereof.

    


    
      
        
        

      

      
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    “ERISA”
shall
      have the meaning set forth in Section 2.14(a).

    


    “Estimated
      Closing Balance Sheet”
shall
      have the meaning set forth in Section 1.4(a).

    


    “GAAP”
means
      generally accepted accounting principles in the United States, as in effect
      from
      time to time.

    


    “Government
      Bid”
means
      any proposal or offer, solicited or unsolicited, made by the Company prior
      to
      the Closing Date which, if accepted, would result in a Government
      Contract.

    


    “Government
      Contract”
means
      any Contract to which the Company is a party with any Governmental or Regulatory
      Authority or any Contract to which the Company is a party that is a subcontract
      (at any tier) with another Person that holds either a prime contract with any
      Governmental or Regulatory Authority or a subcontract (at any tier) under such
      a
      prime contract.

    


    “Governmental
      or Regulatory Authority”
means
      any court, tribunal, arbitrator, authority, agency, bureau, board, commission,
      department, official or other instrumentality of the United States, any foreign
      country or any domestic or foreign state, county, city or other political
      subdivision, and shall include any stock exchange, quotation service and the
      National Association of Securities Dealers.

    


    “Hazardous
      Material”
means
      (a) any chemical, material, substance or waste including, containing or
      constituting petroleum or petroleum products, solvents (including chlorinated
      solvents), nuclear or radioactive materials, asbestos in any form that is or
      could become friable, radon, lead-based paint, urea formaldehyde foam insulation
      or polychlorinated biphenyls, (b) any chemicals, materials, substances or wastes
      which are now defined as or included in the definition of “hazardous
      substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous
      wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants”
or words of similar import under any Environmental Law; or (c) any other
      chemical, material, substance or waste which is regulated by any Governmental
      or
      Regulatory Authority or which could constitute a nuisance.

    


    “Indemnified
      Party”
shall
      have the meaning set forth in Section 8.3(a).

    


    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 8.3(a).

    


    “Intellectual
      Property”
means
      all trademarks and trademark rights (whether or not registered), trade names
      and
      trade name rights, service marks and service mark rights (whether or not
      registered), service names and service name rights, patents and patent rights,
      utility models and utility model rights, copyrights (statutory or registered),
      mask work rights, moral rights, trade dress, rights of publicity, trade secrets,
      inventions (whether patentable or not), invention disclosures, improvements,
      processes, formulae, industrial models, algorithms, designs, specifications,
      technology, methodologies, techniques, software and systems used in the past,
      currently, or contemplated by the Company (including all source code and object
      code and associated documentation and manuals), firmware, development tools,
      flow charts, annotations, all Web addresses, sites and domain names, all data
      bases and data collections and all rights therein, any right to enforce
      confidential treatment of information, whether or not subject to statutory
      registration, and all related technical information, manufacturing, engineering
      and technical drawings, know-how and all pending applications for, registrations
      of any of the foregoing, and the sole and exclusive right to file for and apply
      for patents, utility models, trademarks, service marks, domain names, and
      copyrights, and the sole and exclusive right to sue for past, present, or future
      infringement, if any, in connection with any of the foregoing, and all
      documents, disks, records, files and other media on which any of the foregoing
      is stored.

    


    
      
        
        

      

      
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    “Internal
      Revenue Code”
means
      the Internal Revenue Code of 1986, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Investment
      Assets”
means
      all debentures, notes and other evidences of Debt, stocks, securities (including
      rights to purchase and securities convertible into or exchangeable for other
      securities), interests in joint ventures and general and limited partnerships,
      mortgage loans and other investment or portfolio assets.

    


    “Joint
      Press Release”
shall
      have the meaning set forth in Section 6.5.

    


    “Law”
or
      “Laws”
means
      any law, statute, order, decree, consent decree, judgment, rule, regulation,
      ordinance or other pronouncement having the effect of law whether in the United
      States, any foreign country, or any domestic or foreign state, county, city
      or
      other political subdivision or of any Governmental or Regulatory
      Authority.

    


    “Lease
      Documents”
shall
      have the meaning set forth in Section 2.16(a).

    


    “Leased
      Real Property”
shall
      have the meaning set forth in Section 2.16(a).

    


    “Liabilities”
means
      all Debt, obligations and other liabilities of a Person, whether absolute,
      accrued, contingent (or based upon any contingency), known or unknown, fixed
      or
      otherwise, or whether due or to become due.

    


    “License”
means
      any Contract that grants a Person the right to use or otherwise enjoy the
      benefits of any Intellectual Property (including any covenants not to sue with
      respect to any Intellectual Property).

    


    “Liens”
means
      any mortgage, pledge, security interest, lien, easement, covenant, restriction,
      levy, charge, adverse claim or restriction or other encumbrance of any kind,
      or
      any conditional sale Contract, title retention Contract or other Contract to
      give any of the foregoing, except for any restrictions on transfer generally
      arising under any applicable federal or state securities Law. 

    


    “Loss(es)”
shall
      have the meaning set forth in Section 8.2(a).

    


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    “Material
      Adverse Effect”
means
      any event, fact, circumstance or condition that, individually or in the
      aggregate with any other such events, facts, circumstances or conditions, has
      had or would be reasonably expected to have, a material adverse effect on the
      Business or the operations, prospects, financial condition or results of
      operations of the Company and Subsidiaries taken as a whole.

    


    “Non-disclosure
      Agreement”
shall
      have the meaning set forth in Section 6.3(a).

    


    “Option”
with
      respect to any Person means any security, right, subscription, warrant, option,
      “phantom” stock right or other Contract that gives the right to (a) purchase or
      otherwise receive or be issued any shares of capital stock or other equity
      interests of such Person or any security of any kind convertible into or
      exchangeable or exercisable for any shares of capital stock or other equity
      interests of such Person or (b) receive any benefits or rights similar to any
      rights enjoyed by or accruing to the holder of shares of capital stock or other
      equity interests of such Person, including any rights to participate in the
      equity, income or election of directors of such Person.

    


    “Order”
means
      any writ, judgment, decree, injunction or similar order of any Governmental
      or
      Regulatory Authority (in each such case whether preliminary or
      final).

    


    “Other
      Material IP”
shall
      have the meaning set forth in Section 2.17(a).

    


    “Permits”
means
      all federal, state, local or foreign permits, grants, easements, consents,
      approvals, authorizations, exemptions, licenses, franchises, insurance brokerage
      licenses, certificates, orders of, and/or any other authorization required
      by
      any Governmental or Regulatory Authority, any other Person, or the Laws of
      any
      state in which the Company does business.

    


    “Person”
means
      any natural person, corporation, general partnership, limited partnership,
      limited liability company or partnership, proprietorship, other business
      organization, trust, union, association or Governmental or Regulatory
      Authority.

    


    [“Plan”
means
      (a) each of the “employee benefit plans” (as such term is defined in Section
      3(3) of ERISA) of which any of the Company or any ERISA Affiliate is a sponsor
      or participating employer or as to which the Company or any of its ERISA
      Affiliates makes contributions or is required to make contributions or has
      any
      Liability, and (b) any employment, severance or other agreement, plan,
      arrangement or policy of the Company or any of its ERISA Affiliates (whether
      written or oral) providing for health, life, vision or dental insurance coverage
      (including self-insured arrangements), workers’ compensation, disability
      benefits, supplemental unemployment benefits, vacation benefits or retirement
      benefits, fringe benefits, or for profit sharing, deferred compensation,
      bonuses, severance, change in control payments, retention benefits, commissions,
      stock options, stock appreciation rights, phantom stock, restricted stock,
      restricted stock units or other forms of equity or incentive compensation or
      post-retirement insurance, compensation or benefits.]

    


    
      
        
        

      

      
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    “Post-Closing
      Adjustment Amount”
shall
      have the meaning set forth in Section 1.4(e).

    


    “Pre-Closing
      Tax Period”
shall
      have the meaning set forth in Section 6.11(b).

    


    “Proprietary
      Rights Agreement”
shall
      have the meaning set forth in Section 7.3(j).

    


    “PTO”
shall
      have the meaning set forth in Section 2.18(a).

    


    “Purchase
      Price”
shall
      have the meaning set forth in Section 1.3.

    


    “Purchaser”
shall
      have the meaning set forth in the Preamble of this Agreement.

    


    “Purchaser
      Indemnified Parties”
shall
      have the meaning set forth in Section 8.2(a). 

    


    “Registered
      Intellectual Property”
shall
      mean all United States, international and foreign: (a) patents and patent
      applications (including provisional applications); (b) registered trademarks
      and
      service marks, applications to register trademarks and service marks,
      intent-to-use applications, or other registrations or applications to trademarks
      or service marks; (c) registered copyrights and applications for copyright
      registration; (d) any mask work registrations and applications to register
      mask
      works; (e) registered domain names and applications to register domain names,
      and (f) any other Intellectual Property that is the subject of an application,
      certificate, filing, registration or other document issued by, filed with,
      or
      recorded by, any Governmental or Regulatory Authority.

    


    “Revenue”
shall
      have the meaning set forth in Section 1.5(a).

    


    “Seller”
shall
      have the meaning set forth in the Preamble of this Agreement.

     

    “Seller
      Indemnified Parties”
shall
      have the meaning set forth in Section 8.2(b).

    


    “Straddle
      Period”
shall
      have the meaning set forth in Section 6.11(c).

    


    “Subsidiary”
means
      any Person in which the Company or Purchaser, as the context requires, directly
      or indirectly through Subsidiaries or otherwise, beneficially owns at least
      fifty percent (50%) of either the equity interest in, or the voting control
      of,
      such Person, whether or not existing on the date hereof.

    


    “Takeover
      Statute”
means
      a
“fair price,” “moratorium,” “business combination,” “control share acquisition”
or other similar anti-takeover statute or regulation enacted under state or
      federal laws in the United States or foreign government. 

    


    “Tax”
or
      “Taxes”
means
      (a) any federal, state, local, or foreign income, gross receipts, license,
      payroll, employment, excise, severance, stamp, occupation, premium, windfall
      profits, environmental (including taxes under Internal Revenue Code
      Section 59A), customs duties, capital stock, franchise, profits,
      withholding, social security (or similar), unemployment, disability, real
      property, personal property, sales, use, transfer, registration, value added,
      alternative or add-on minimum, estimated, or other tax of any kind whatsoever,
      including any interest, penalty, or addition thereto, whether disputed or not,
      and (b) any Liability for the payment of any amounts of the type described
      in clause (a) as a result of being a member of an affiliated, consolidated,
      combined or unitary group for any taxable period.
      

    


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    “Tax
      Liability Amount”
shall
      have the meaning set forth in Section 6.11(a).

    


    “Tax
      Return Filing Date”
shall
      have the meaning set forth in Section 6.11(a).

    


    “Tax
      Returns”
means
      any return, declaration, report, claim for refund, or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

    


    “Third-Party
      Claims”
shall
      have the meaning set forth in Section 8.3(a).

    


    “Treasury
      Regulations”
means
      the federal income Tax regulations promulgated under the Internal Revenue Code,
      as amended from time to time, and including corresponding provisions of
      succeeding regulations.

    


    “Warranty
      Obligations”
shall
      have the meaning set forth in Section 2.27.

    


    11.2  Construction.

     

    (a)  Unless
      the context of this Agreement otherwise requires, (i) words of any gender
      include each other gender and the neuter, (ii) words using the singular or
      plural number also include the plural or singular number, respectively, (iii)
      the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to
      this entire Agreement as a whole and not to any particular Article, Section
      or
      other subdivision, (iv) the terms “Article” or “Section” or other subdivision
      refer to the specified Article, Section or other subdivision of the body of
      this
      Agreement, (v) the phrases “ordinary course of business” and “ordinary course of
      business consistent with past practice” refer to the Business and practice of
      the Company, (vi) the words “include,” “includes” and “including” shall be
      deemed to be followed by the phrase “without limitation,” and (vii) when a
      reference is made in this Agreement to Exhibits, such reference shall be to
      an
      Exhibit to this Agreement unless otherwise indicated. All accounting terms
      used
      herein and not expressly defined herein shall have the meanings given to them
      under GAAP. When used herein, the terms “party” or “parties” refer to Purchaser,
      on the one hand, and the Company (prior to the Closing) and Seller, on the
      other, and the terms “third party” or “third parties” refers to Persons other
      than Purchaser, Seller or the Company.

     

    (b)  When
      used
      herein, the phrase “knowledge of” Seller and/or the Company or “known to” Seller
      and/or the Company, means in any such case the actual knowledge of Seller and
      the officers and directors of the Company after reasonable
      investigation.

     

    [SIGNATURE
      PAGES FOLLOW]

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Purchaser, Seller and the Company, have signed or caused this
      Agreement to be signed by their duly authorized representatives, all as of
      the
      date first written above.

    

      
        	 	
                CHINA
                  HEALTHCARE ACQUISITION CORP.

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	
                

              
	 	
                Title:

              	 
	 	 	 
	 	 	 
	 	
                TEAMBEST
                  INTERNATIONAL LIMITED

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	
                
 
	 	
                Title:

              	 
	 	 	 
	 	 	 
	 	 
	 	
                
                  
WANG
                  LAHUA

              
	 	 


      

    

     

    
      	
            	
              
                EUROPE
                  ASIA HUADU ENVIRONMENT HOLDING  PTE,
                  LTD.

              

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	
              
 
	 	
              Title:

            	 
	 


    

    


    
      
        
        

      

      
        59